Wyoming Foreign LLC Registration Guide

Are you thinking of expanding your business to Wyoming? Great choice!

Wyoming is an entrepreneur’s dream with business-friendly laws and no corporate income tax.

But where do you start when registering your foreign LLC? Don’t worry; I’ve got you covered.

Wyoming Foreign LLC Requirements

1. Certificate of Good Standing

First, you’ll need a Certificate of Good Standing (or its equivalent, such as a Certificate of Existence) from the state or jurisdiction where your LLC was originally formed. This document proves that your LLC complies with state laws and is authorized to do business in its home state.

It’s essential because Wyoming needs to ensure that your business is legitimate and in good standing before allowing it to operate within the state.

2. Wyoming Registered Agent

Next, you must appoint a Wyoming registered agent. A registered agent is a person or business entity located in Wyoming designated to receive legal documents and official correspondence on behalf of your LLC.

The registered agent must have a physical address in Wyoming and be available during regular business hours. This requirement ensures that your business has a reliable point of contact within the state.

I recommend using a professional registered agent service. This keeps your address private and provides extra security for your business.

3. Certificate of Authority

You must apply to the Wyoming Secretary of State to obtain the Certificate of Authority.

This application includes several important pieces of information about your LLC:

• LLC’s legal name: The official name of your LLC as registered in your home state.
• Name to be used in Wyoming: If your LLC’s legal name is unavailable in Wyoming, you may need to register a different name in the state.
• State or jurisdiction of formation: The state or country where your LLC was originally formed.
• Date of formation: The date your LLC was established.
• Principal office address: The main address where your LLC conducts business.
• Mailing address: If different from the principal office, the address you want to receive mail.
• Name and address of the Wyoming registered agent: The contact information for your appointed agent in Wyoming.
• Names and addresses of the LLC’s members or managers: Information about the individuals who own or manage the LLC.
• Statement of the business purpose: Briefly describe what your LLC does.
• Signature of an authorized person: The signature of someone authorized to act on behalf of the LLC confirms that the information provided is accurate.

Wyoming only allows foreign LLCs to register by mail or in person at the Secretary of State’s office.

You can file by mail or in person at the following address:

Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020

4. Annual Report

Once your LLC is registered, you must file an annual report with the Wyoming Secretary of State and pay the associated fee. This report updates the state on your LLC’s status and ensures you remain in good standing.

How to Form a Foreign LLC in Wyoming State

Step 1. Selecting Your Business Name (new or existing)

Ensure your LLC’s name is available and complies with Wyoming’s naming requirements. You can search the Wyoming Secretary of State’s database here to check the availability of your business name.

If your LLC’s name is already taken or doesn’t meet Wyoming’s standards, you may need to choose a different name to use within the state. This step is crucial to avoid any legal issues or delays in the registration process.

Step 2: Obtain a Certificate of Good Standing

Next, you must obtain a Certificate of Good Standing (also known as a Certificate of Existence) from the state or country where your LLC was originally formed. This document verifies that your LLC complies with all state laws and is authorized to conduct business in its home jurisdiction.

It shows Wyoming authorities that your business is legitimate and in good standing, a prerequisite for registration.

Step 3. Appointing a Wyoming Registered Agent (I use Northwest)

In Wyoming, you must appoint a registered agent for your foreign LLC. A registered agent is an individual or business entity located in Wyoming designated to receive legal documents and official correspondence on behalf of your LLC.

The registered agent must have a physical address in Wyoming and be available during regular business hours.

I use Northwest Registered Agent and highly recommend them.

Click here to read my review of Northwest Agent (plus my experience with them).

Step 4: Complete the Certificate of Authority

To officially register your foreign LLC in Wyoming, you must complete the Certificate of Authority application and submit it to the Wyoming Secretary of State.

This application requires detailed information about your LLC, including:

• The LLC’s name as registered in your home jurisdiction
• The state or country where your LLC was formed
• The date of the LLC’s original formation
• The duration of the LLC (if it doesn’t have a set end date, you can write “perpetual”)
• The principal office address and mailing address of your LLC
• The name and physical address of your Wyoming registered agent
• The date when your LLC began or will begin doing business in Wyoming (note that back taxes may apply if you have been operating in Wyoming before registration)
• A signature from an authorized person, such as a member or manager of the LLC
• An email address to receive confirmation of approval
• A Registered Agent consent form
• An attached copy of the Certificate of Existence/Good Standing

The processing fee for filing a Certificate of Authority in Wyoming is $150. Please make checks or money orders payable to the Wyoming Secretary of State.

Step 5: Submit and Receive Your Certificate of Authority

Finally, submit your completed Certificate of Authority application and the $150 filing fee to the Wyoming Secretary of State. Once your application is reviewed and approved, you will receive your Certificate of Authority.

This certificate officially allows your LLC to conduct business in Wyoming. Keep this document safe, as it proves your LLC is legally registered in the state.

How long does this take?

Wyoming can process your foreign LLC Certificate of Authority for up to 15 business days, plus mailing time. Filings are handled in the order they are received.

Registration Fee – How Much Does a Foreign LLC in Wyoming Cost?

When registering your foreign LLC in Wyoming, the primary cost is the $150 fee for filing the Certificate of Authority with the Wyoming Secretary of State. This fee is essential for processing your application and officially allowing your foreign LLC to conduct business in the state.

You can pay this fee by check or money order payable to the Wyoming Secretary of State. To avoid any delays in processing, ensure that your payment is accurate and included with your application.

You should consider other costs in addition to the registration fee. Hiring a professional registered agent service, required for maintaining a physical presence in Wyoming, typically costs between $100 and $300 annually.

Additionally, obtaining a Certificate of Good Standing from your home state usually involves a small fee, which varies by state. Once your foreign LLC is registered, you must file an annual report with the Wyoming Secretary of State, costing around $50.

When you apply to register your LLC, you must appoint a registered agent with a physical address in Wyoming to handle legal documents. A registered agent can cost anywhere from $200 to $1,000. However, my preferred registered agent provides these services for under $100. Click here for more details.

Do foreign LLCs need to file a Wyoming Certificate of Organization?

No, foreign LLCs do not need to file a Wyoming Certificate of Organization. The Certificate of Organization is specifically for forming a new LLC within Wyoming.

For foreign LLCs, which are LLCs formed in another state or jurisdiction but seeking to do business in Wyoming, the correct document to file is the Certificate of Authority.

To register a foreign LLC in Wyoming, you must submit an Application for a Certificate of Authority to the Wyoming Secretary of State. This application allows your existing LLC to legally operate in Wyoming rather than forming a new LLC.

How are Foreign Entity LLCs in Wyoming taxed?

Foreign LLCs in Wyoming are generally taxed as pass-through entities by default. This means that the LLC itself does not pay federal income taxes. Instead, the LLC’s profits or losses are passed through to its members, who then report these amounts on their tax returns.

Each member is responsible for paying federal income taxes on their share of the LLC’s income, according to their tax rates. This pass-through taxation helps avoid the double taxation that can occur with traditional corporations, where both the corporation and the shareholders are taxed separately.

In addition to federal taxes, it’s important to note that Wyoming has no state income tax. This means that as long as you file your federal tax returns, you do not need to worry about paying state income taxes in Wyoming.

This tax-friendly environment makes Wyoming particularly attractive for business owners. However, this does not mean all taxes are exempt. Foreign LLCs operating in Wyoming must still comply with state and local sales tax regulations.

If your LLC sells goods or services subject to Wyoming sales tax, you must collect and remit these taxes to the state. This requirement is similar to the obligations faced by domestic Wyoming LLCs.

Related: Guide to Forming Wyoming Non-resident LLC

FAQs on Wyoming Foreign LLC Registration

Can I Be My Registered Agent for My Wyoming LLC?

Yes, you can act as your registered agent for your Wyoming LLC, provided you have a physical address in Wyoming. You are available during business hours to receive legal documents and official correspondence. However, many businesses hire a professional registered agent to maintain privacy and ensure reliable document handling.

Why Hire a Wyoming Registered Agent Service?

Hiring a Wyoming registered agent service offers several benefits. It helps keep your address off public records, ensuring your privacy. Additionally, professional service guarantees that important documents and legal notices are handled promptly and securely, which can help you avoid missed deadlines and potential legal issues.

How Can I Withdraw My Wyoming Foreign LLC?

To withdraw your Wyoming foreign LLC, you must file a Certificate of Withdrawal with the Wyoming Secretary of State. This process involves submitting a completed form indicating that you are no longer doing business in Wyoming.

Is a Physical Presence Required in Wyoming to Form an LLC as a Foreigner?

No, a physical presence in Wyoming is not required to form an LLC as a foreigner. You can form and manage a Wyoming LLC from anywhere. Still, you must appoint a registered agent with a physical address in Wyoming to handle legal and official correspondence on behalf of your LLC.

How Do I Amend a Foreign LLC in Wyoming?

To amend a foreign LLC in Wyoming, you must file an Amended Certificate of Authority with the Wyoming Secretary of State. This form allows you to update or correct information about your LLC, such as changes to the registered agent, business address, or other relevant details.

What Does It Mean to Do Business in Wyoming?

“Doing business” in Wyoming typically means having a physical presence in the state, such as owning property, hiring employees, or making taxable sales to Wyoming residents. Even if you’re not physically present, bidding on contracts or applying for a professional license may require you to register as a foreign LLC in Wyoming.

Does a Foreign LLC Have to File an Annual Report in Wyoming?

Yes, foreign LLCs must file an annual report with the Wyoming Secretary of State. Wyoming annual reports are due on the first day of the month of your LLC’s registration anniversary. A minimum fee of $60 applies for LLCs with assets up to $300,000; higher asset values are taxed at 0.002 times the total value. There’s also a $2 processing fee for online filings.