Wyoming Certificate of Formation (2026)
Wyoming does not issue a “certificate of formation.” A Wyoming LLC is created by filing Articles of Organization with the Wyoming Secretary of State for $100.00, together with a signed registered agent consent. What lenders often want instead is a Certificate of Good Standing, issued separately once annual reports are current.
Quick Answer
- Correct document name
- Articles of Organization (Wyoming does not use “certificate of formation”)
- Filing fee
- $100.00 - Wyoming Secretary of State
- Series LLC
- $100.00 plus $10.00 for each series established
- Foreign LLC
- $150.00 Certificate of Authority
- Registered agent
- Required, with a physical Wyoming address and signed consent
- Governing law
- Wyoming Statutes Title 17, Chapter 29
- Annual report
- Due the first day of the anniversary month; $60 minimum license tax
- State income tax
- None in Wyoming
The Terminology: Wyoming Uses "Articles of Organization"
Start with the naming, because it causes real filing errors. Some states — Delaware, Texas, Washington, New Jersey — call the document that creates an LLC a Certificate of Formation. Wyoming does not. Wyoming's Secretary of State titles the LLC formation document Articles of Organization, and the corporate equivalent Articles of Incorporation.
So if a bank, an investor, or a foreign registrar asks for your "Wyoming certificate of formation," the document they want is almost always one of two things: the filed Articles of Organization, or a Certificate of Good Standing issued by the Wyoming Secretary of State confirming the entity exists and is current. Ask which one they need before you order anything. See the national articles of organization guide for how the document works across states.
The confusion is harmless as long as you file the right form. Filing a document titled "certificate of formation" with Wyoming will not work, because no such form exists in the Wyoming Secretary of State's LLC filing set.
What the Articles of Organization Do
Wyoming LLCs are governed by the Wyoming Limited Liability Company Act at Wyoming Statutes Title 17, Chapter 29. Filing the Articles of Organization with the Secretary of State is the legal act that brings the LLC into existence and starts the liability shield between the company's obligations and the members' personal assets.
The form is short. It asks for the LLC's name, which must be distinguishable on the Secretary of State's records and must include an LLC designator; the mailing and principal office addresses; and the name and address of the registered agent, who must have a physical Wyoming address and must consent to the appointment. Wyoming requires a signed Consent to Appointment by Registered Agent to accompany the filing — a step people routinely forget, and the most common reason a Wyoming LLC filing is rejected.
Filing Fee and Method
The Wyoming Secretary of State's business fee schedule lists the LLC Articles of Organization at $100.00. A series LLC is $100.00 plus $10.00 for each series established. A foreign LLC seeking authority to transact business in Wyoming files a Certificate of Authority at $150.00.
You can file online through the Secretary of State's business filing system, which is the fastest route, or by mail. Card payment is available for online filings.
| Filing | Fee | When |
|---|---|---|
| Articles of Organization (domestic LLC) | $100.00 | One-time, at formation |
| Series LLC Articles of Organization | $100.00 + $10.00 per series | One-time, at formation |
| Certificate of Authority (foreign LLC) | $150.00 | One-time, to register an out-of-state LLC |
| Annual report license tax | $60 minimum, or $0.0002 of Wyoming assets, whichever is greater | Every year, first day of the anniversary month |
| Federal EIN | $0 | One-time, free from the IRS |
Filing the Wyoming Articles of Organization
- Check the name. Use the Secretary of State's business name search to confirm the name is distinguishable and includes a proper LLC designator.
- Appoint a registered agent with a physical Wyoming address and obtain the signed consent to appointment.
- Complete the Articles of Organization with the name, addresses, and agent information.
- File and pay $100 online or by mail with the Wyoming Secretary of State.
- Get an EIN from the IRS — free and issued immediately online. See how to get an EIN.
- Adopt an operating agreement. Wyoming does not file it, but it governs management, distributions, and transfers, and lenders and banks expect to see one.
The full walkthrough is in how to form an LLC in Wyoming.
Staying in Good Standing
Wyoming's recurring obligation is the annual report and its license tax. The report is due each year on the first day of the anniversary month of formation. The license tax is $60 or two-tenths of one mill on the dollar ($0.0002) of the company's assets located and employed in Wyoming, whichever is greater — so an entity with modest Wyoming assets pays the $60 minimum. An entity that has not filed within 60 days of the due date is subject to dissolution.
Wyoming has no state individual or corporate income tax, which is a large part of its appeal. It does have sales and use tax, administered by the Wyoming Department of Revenue, so a Wyoming LLC selling taxable goods in the state needs a sales tax license.
Getting a Certificate of Good Standing
When a lender, a payment processor, or another state's registrar asks for proof that your Wyoming LLC exists and is current, what they usually want is a Certificate of Good Standing from the Wyoming Secretary of State — not the Articles of Organization. Wyoming issues it only when the entity's annual reports are current, which is one more reason to keep the anniversary-month deadline in a calendar. Order it from the Secretary of State rather than from a third party.
Forming in Wyoming While Operating Elsewhere
Wyoming markets heavily to out-of-state owners on the strength of no income tax and low fees. The caution is that forming in Wyoming does not exempt you from your home state. If you actually conduct business in another state, that state will generally require the Wyoming LLC to register as a foreign LLC, appoint a registered agent there, and pay its fees and taxes. You then carry two sets of obligations instead of one. Forming at home is usually simpler and cheaper unless there is a concrete reason for Wyoming. Compare across states with how much an LLC costs and registered agent requirements.
Frequently Asked Questions
Does Wyoming have a certificate of formation?
No. Wyoming's LLC formation document is called the Articles of Organization, and the corporate equivalent is the Articles of Incorporation. States such as Delaware, Texas, and Washington use the term certificate of formation, but Wyoming does not, and no such form exists in the Secretary of State's LLC filing set.
How much does it cost to file Wyoming Articles of Organization?
The Wyoming Secretary of State's business fee schedule lists the LLC Articles of Organization at $100.00. A series LLC is $100.00 plus $10.00 for each series established. An out-of-state LLC registering to transact business in Wyoming files a Certificate of Authority for $150.00.
What does someone mean when they ask for my Wyoming certificate of formation?
Usually one of two documents: the filed Articles of Organization, which proves the LLC was created, or a Certificate of Good Standing from the Wyoming Secretary of State, which proves the entity exists and is current on its filings. Ask which one they need before ordering, because banks and registrars want different things.
Does Wyoming require a registered agent consent?
Yes. The registered agent must have a physical Wyoming address and must sign a Consent to Appointment by Registered Agent that accompanies the Articles of Organization. Omitting that signed consent is one of the most common reasons a Wyoming LLC filing is rejected, so include it with the initial submission.
What is the Wyoming annual report license tax?
Wyoming charges an annual report license tax of $60 or two-tenths of one mill on the dollar of assets located and employed in Wyoming, whichever is greater. A company with modest Wyoming assets pays the $60 minimum. Reports are due the first day of the anniversary month of formation.
Should I form an LLC in Wyoming if I operate in another state?
Usually not. Forming in Wyoming does not exempt you from your home state's rules. If you actually conduct business elsewhere, that state generally requires the Wyoming LLC to register as a foreign LLC, appoint a registered agent there, and pay its fees, leaving you with two sets of obligations.
Sources
- Wyoming Secretary of State - Business Division Fee Schedule (PDF) ($100 Articles of Organization; $100 + $10 per series; $150 Certificate of Authority).
- Wyoming Secretary of State - LLC Articles of Organization and instructions (PDF) (registered agent consent requirement).
- Wyoming Secretary of State - Annual Reports (anniversary-month due date; license tax; 60-day dissolution exposure).
- Wyoming Secretary of State - Registered Agents.
- Wyoming Secretary of State - Business Name Search.
- Wyoming Secretary of State - LLC FAQs.
- Wyoming Secretary of State - Business Filing Fees.
- Wyoming Legislature - Wyoming Statutes Title 17 (Limited Liability Company Act, Chapter 29).
- Wyoming Department of Revenue - Income Tax (Wyoming has no state income tax).
- Wyoming Department of Revenue - Sales and Use Tax.
- IRS - Get an Employer Identification Number (free EIN).
- IRS - Limited Liability Company (LLC) (federal tax classification).
- IRS - Single Member Limited Liability Companies.
- IRS - About Form 2553 (S-corp election).
- Cornell LII - Limited liability company (LLC) (Wex).
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.