How to Register a Foreign LLC in Wyoming (2026)
An LLC formed in another state registers in Wyoming by filing an Application for Certificate of Authority with the Wyoming Secretary of State. The filing fee is $150. You also need a Wyoming registered agent who has consented to serve and a current certificate of good standing from the state where the LLC was formed.
Quick Answer
- Filing
- Foreign LLC Application for Certificate of Authority
- Fee
- $150 to the Wyoming Secretary of State
- Also required
- Consent to appointment by registered agent; home-state certificate of good standing
- Registered agent
- Wyoming physical street address required
- Annual report
- License tax of $60 minimum, or $.0002 per dollar of Wyoming assets, whichever is greater
- Annual due date
- First day of the LLC's anniversary month
When an Out-of-State LLC Must Register in Wyoming
Registering as a foreign LLC is required when your out-of-state company is transacting business in Wyoming. The Wyoming Limited Liability Company Act, in Title 17 of the Wyoming Statutes, does not define transacting business exhaustively; it lists activities that do not count, and everything outside that list is judged on the facts.
Activities that generally do not require registration include defending or settling a lawsuit, holding meetings of members or managers, maintaining bank accounts, selling through independent contractors, soliciting orders that must be accepted outside Wyoming, and conducting an isolated transaction completed within 30 days that is not one of a repeated series.
What usually does trigger registration is a physical presence or a continuous course of business: an office, a warehouse, employees based in Wyoming, a Wyoming storefront, or real property held for business use. If the answer is genuinely unclear, registering is the cheaper mistake.
Consequences of Not Registering
An unregistered foreign LLC that is transacting business in Wyoming may not maintain a lawsuit in Wyoming courts until it registers. That is the sanction with teeth: you can be sued, and you can defend, but you cannot enforce your own contracts as plaintiff until you cure the problem.
Failure to register does not void your contracts and does not strip the members of their limited liability. It also does not stop the state from collecting what it is owed - the statute allows recovery of the fees and any penalties that would have been due had the company registered when it should have. Curing late is possible, but it is more expensive than registering on time.
Step 1: Confirm Your Name Is Available in Wyoming
Your LLC's home-state name must be distinguishable on Wyoming's record from names already registered or reserved. Check with the Wyoming Secretary of State's business name search before you prepare the application; the Wyoming LLC guide covers the naming rules.
If the name is taken, Wyoming does not refuse you outright - a foreign LLC can register under a fictitious name adopted for use in Wyoming, filed alongside the application. The fictitious name must itself be available and must include an LLC designator.
Step 2: Appoint a Wyoming Registered Agent
Wyoming requires every registered entity, foreign or domestic, to maintain a registered agent with a physical street address in Wyoming - no post office boxes - who is available during regular business hours to receive service of process.
Wyoming is stricter than many states about documenting consent: the agent must sign a Consent to Appointment by Registered Agent, which is submitted with the application. An application without the signed consent is rejected. Most out-of-state companies hire a commercial registered agent, since the requirement is a Wyoming address rather than a Wyoming employee. See registered agent requirements and Wyoming registered agent requirements.
Step 3: Obtain a Certificate of Good Standing
Wyoming will not register a foreign LLC that is delinquent at home. You must attach a current certificate of good standing, sometimes called a certificate of existence, issued by the filing officer of the state where your LLC was formed.
Order it before you prepare the application, because Wyoming requires the certificate to be recent - stale certificates are rejected, and the acceptable age is stated in the Secretary of State's filing instructions. If your home state shows you as delinquent, cure the delinquency and file any missed annual reports first; the certificate will not issue until you do.
Step 4: File the Application and Pay $150
File the Foreign LLC Application for Certificate of Authority with the Wyoming Secretary of State. The filing fee is $150, per the Secretary of State's business fee schedule.
The application asks for the LLC's true name, any fictitious name adopted for Wyoming, the jurisdiction and date of formation, the principal office address, the Wyoming registered agent and registered office, and a signature by an authorized person. Submit the signed consent to appointment and the certificate of good standing with it. The Secretary of State publishes current instructions on its foreign certificate of authority page.
Step 5: The Wyoming Annual Report and License Tax
Once registered, the foreign LLC files a Wyoming annual report and pays the annual report license tax. The tax is $60 or two-tenths of one mill on the dollar ($.0002), whichever is greater, computed on the company's assets located and employed in Wyoming. The report is due on the first day of the anniversary month of registration each year.
For most out-of-state companies with modest Wyoming assets, the tax lands at the $60 minimum. A company with significant Wyoming property computes the mill rate instead. Missing the report leads to delinquency and eventually to revocation of the certificate of authority, which reinstates the litigation bar. See Wyoming annual report.
Wyoming Taxes and Ongoing Duties
Wyoming imposes no personal or corporate income tax, which is a large part of its appeal. A foreign LLC registering in Wyoming therefore does not pick up a Wyoming income tax return. What it may pick up is sales and use tax registration with the Wyoming Department of Revenue if it makes taxable sales in the state, and employer registrations if it hires Wyoming employees.
Keep the registered agent and addresses current, and file the annual report on time. If you later stop doing business in Wyoming, withdraw formally rather than simply going silent - an abandoned registration keeps accruing report obligations. Compare the alternative of forming a Wyoming LLC outright in how to form an LLC in Wyoming, and see how to dissolve an LLC in Wyoming for the exit.
One decision worth making deliberately: register the existing LLC as a foreign LLC, or form a separate Wyoming LLC. Foreign registration keeps one entity, one set of books, and one federal return, and it is what most operating businesses want. Forming a second Wyoming entity creates a separate company that must be capitalized, governed, and filed for on its own - useful for holding a distinct asset, and a needless expense otherwise.
Budget the ongoing cost honestly before you choose. Registering in Wyoming adds the annual report license tax, a registered agent fee if you hire one, and the administrative overhead of a second state's calendar, while your home state's fees continue unchanged. For a company with a genuine Wyoming presence that is money well spent; for a company that merely ships an occasional order into the state, it usually is not required at all.
Frequently Asked Questions
How much does it cost?
$150 to the Wyoming Secretary of State for the Application for Certificate of Authority, plus your home state's charge for a certificate of good standing.
What does a foreign LLC file in Wyoming?
The Application for Certificate of Authority, a signed Consent to Appointment by Registered Agent, and a current home-state certificate of good standing.
What if I do not register?
You cannot maintain a lawsuit in Wyoming courts until you register, and the state can recover the fees and penalties you should have paid.
What is the annual report license tax?
$60 or $.0002 per dollar of Wyoming assets, whichever is greater, due the first day of your anniversary month.
Will I owe Wyoming income tax?
No. Wyoming has no personal or corporate income tax. Sales and use tax and employer accounts may still apply.
Can I keep my existing name?
Only if it is distinguishable on Wyoming's record; otherwise register a fictitious name for Wyoming use.
Related
- How to form an LLC (cluster hub)
- How to form an LLC in Wyoming
- Wyoming registered agent requirements
- Wyoming annual report
- Wyoming Articles of Organization
- Wyoming business entity search
- Wyoming LLC cost
- Wyoming LLC tax filing
- How to dissolve an LLC in Wyoming
- Wyoming business license requirements
- Single-member LLC in Wyoming
- What is an LLC?
Sources
- Wyoming Secretary of State - Foreign certificate of authority (requirements and instructions).
- Wyoming Secretary of State - Foreign LLC Application for Certificate of Authority ($150 filing fee).
- Wyoming Secretary of State - Business fee schedule.
- Wyoming Secretary of State - Annual reports ($60 minimum license tax; anniversary-month due date).
- Wyoming Secretary of State - Registered agents (consent to appointment; Wyoming street address).
- Wyoming Legislature - Wyoming Statutes Title 17 (Wyoming Limited Liability Company Act; transacting business; effect of failure to register).
- Wyoming Department of Revenue - Sales and use tax.
- Wyoming Department of Revenue - Income tax (no state income tax).
- IRS - Limited Liability Company (LLC).
- IRS - Get an Employer Identification Number.
LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Wyoming Secretary of State and the Wyoming Department of Revenue before acting.