Every business entity on file with the Wyoming Secretary of State must submit a Wyoming annual report and pay a license tax each year to stay in good standing. The report is due on the first day of your entity’s anniversary month, the minimum fee for most entities is $60, and missing the deadline opens a 60-day delinquency window before the state can dissolve your entity.1Wyoming Secretary of State. Annual Report Online Filing
The requirement covers for-profit and nonprofit corporations, LLCs, limited partnerships, registered limited liability partnerships, statutory trusts, and statutory foundations, in both domestic and foreign form. Sole proprietorships and general partnerships don’t register with the Secretary of State and have no annual report to file.
When Your Report Is Due
For corporations, LLCs, LPs, RLLPs, and statutory foundations, the deadline is the first day of the month your entity was formed or registered to do business in Wyoming. A company organized on May 15 files by May 1 every year.1Wyoming Secretary of State. Annual Report Online Filing The first day of the anniversary month trips up a lot of filers who assume they have until the end of the month.
Statutory trusts follow a different schedule. The trust’s annual tax is due January 1 each year regardless of when it was formed, and an additional $100 penalty attaches if the $100 tax isn’t paid by February 1.2Wyoming Secretary of State. Business Division Filing Fee Schedule
The Secretary of State’s office generally sends a reminder before your due date, but the obligation is yours whether a notice arrives or not.
What You’ll Pay
For most entities, the license tax is $60 or two-tenths of one mill ($0.0002) on each dollar of the entity’s Wyoming-based assets, whichever is greater.3Justia Law. Wyoming Code 17-16-1630 – Filing of Reports and Payment of Tax Required In practice, the $60 floor covers any entity with less than $300,000 in Wyoming assets. A company with $500,000 in assets owes $100; one with $5 million owes $1,000.
The fee schedule by entity type:
- For-profit corporations, LLCs, LPs, and RLLPs: $60 minimum, or $0.0002 per dollar of Wyoming assets if that produces a larger number.
- Nonprofit corporations and cooperative marketing associations: flat $25.4Justia Law. Wyoming Code 17-19-1630 – Filing of Reports
- Statutory trusts: $100 annual tax, plus a $100 penalty if not paid by February 1.2Wyoming Secretary of State. Business Division Filing Fee Schedule
- Statutory foundations: $100 annually.2Wyoming Secretary of State. Business Division Filing Fee Schedule
Foreign entities pay the same fee as their domestic equivalent, calculated on assets located in Wyoming.
What Goes On the Report
The form collects your entity’s legal name as registered, the principal office address (a physical street address, not a P.O. box), and the name and address of your Wyoming registered agent. Every registered entity must keep a registered agent with a Wyoming physical address, and the annual report is a convenient place to update that information if you’ve switched providers.
Stock corporations also report their authorized and outstanding shares along with total capital, property, and assets located in Wyoming. The financial figures must be current as of the end of the corporation’s most recent fiscal year, while the other details must be current as of the date you sign.3Justia Law. Wyoming Code 17-16-1630 – Filing of Reports and Payment of Tax Required LLCs and other non-stock entities report total assets located in Wyoming in place of share data, and that figure drives the license tax.
A few valuation rules depart from your balance sheet. Depreciable assets like buildings use the county-assessed value, not book value, and depreciation is not deducted from assessed values. Depletable assets like mines use the assessed value of gross product from the state’s gross products tax return. Land uses assessed value rather than balance-sheet value.5Legal Information Institute. Wyoming Code R. 4-1 – Definitions If your company owns Wyoming real property, these rules can move your reported total meaningfully.
How to File
The fastest route is online through the Secretary of State’s portal at wyobiz.wyo.gov. You search for your entity by filing ID, review and update the information, and submit payment. The online system accepts only Visa and MasterCard credit and debit cards.1Wyoming Secretary of State. Annual Report Online Filing The payment processor adds a convenience fee on top of the license tax.6Wyoming Secretary of State. Business FAQs
Paper filings are accepted by mail. Include a check or money order payable to the Wyoming Secretary of State. There’s no convenience fee on paper filings.
What Happens If You Miss the Deadline
Once the due date passes, the state classifies your entity as delinquent. You then have 60 days from the date of the Secretary of State’s notice to file and pay. If you don’t, corporations and nonprofits are administratively dissolved and LLCs are deemed defunct.7Legal Information Institute. Wyoming Code R. 4-3 – Due Dates For LLCs, the statute says the company is “deemed to be transacting business within this state without authority” after the 60-day window and forfeits its articles of organization or certificate of authority.8Justia Law. Wyoming Code 17-29-705 – Administrative Forfeiture
Even before dissolution, delinquency blocks you from obtaining a certificate of good standing. That alone can stall a bank account opening, a contract negotiation, or a real estate closing where the other side wants proof of standing.
After dissolution, the company can no longer conduct business in Wyoming. Members or shareholders may lose the liability protection the entity provided, which exposes personal assets to business debts and lawsuits. The entity’s name is eventually released and becomes available for someone else to register.
Reinstatement After Dissolution
If your entity has already been administratively dissolved or deemed defunct, you have two years from the effective date to apply for reinstatement.9Justia Law. Wyoming Code 17-16-1422 – Reinstatement Following Administrative Dissolution8Justia Law. Wyoming Code 17-29-705 – Administrative Forfeiture
What’s required depends on why you were dissolved. If the dissolution was for failing to file annual reports, you submit every delinquent report, pay all delinquent license taxes, and pay the reinstatement certificate fee.10Wyoming Secretary of State. LLC Certificate of Reinstatement If it was for failing to maintain a registered agent, you file a new registered agent appointment, pay the $250 reinstatement fee for corporations, and clear any delinquent fees.9Justia Law. Wyoming Code 17-16-1422 – Reinstatement Following Administrative Dissolution
Foreign entities applying for reinstatement must also provide a certificate of good standing from their home state or country, dated within 60 days of the reinstatement filing.10Wyoming Secretary of State. LLC Certificate of Reinstatement
When reinstatement is approved, it relates back to the date of dissolution, and the entity is treated as if it had never been dissolved.9Justia Law. Wyoming Code 17-16-1422 – Reinstatement Following Administrative Dissolution The entity keeps its registered name during the two-year window. Miss that window and reinstatement is no longer available; you’d have to form a new entity. The Secretary of State can also deny reinstatement if the entity was under investigation for fraud or other legal violations at the time of dissolution.
Fixing an Error on a Filed Report
If you spot a mistake in a report you’ve already filed, you can submit a corrected version online or by mail. Wyoming doesn’t set a strict deadline, but corrections to your registered agent, financial figures, or officer information are worth making promptly since other filings and third-party checks rely on that data.
If a correction changes the reported asset figure in a way that increases the license tax, the state may require payment of the difference. The annual report is signed under penalty of perjury, so knowingly submitting false information carries potential legal consequences.3Justia Law. Wyoming Code 17-16-1630 – Filing of Reports and Payment of Tax Required