Find out how to qualify your LLC to conduct business in Wyoming.
If you own a company that was founded in a state other than Wyoming, you must qualify or register it in Wyoming in order to conduct business there. The requirements for qualifying your foreign (non-Wyoming) limited liability corporation (LLC) to conduct business in Wyoming are summarized here.
Notably, unlike in other states, Wyoming’s major requirements regarding foreign LLCs are included in the state’s Business Corporation Act rather than the LLC Act.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Wyoming. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Indiana, for example, is a foreign LLC in Illinois.
Doing Business in Wyoming
If you are “transacting business” in Wyoming, Wyoming law requires you to register your foreign corporation with the state. What exactly does this mean? Wyoming’s business entity rules, like those of the majority of states, do not define the word “transacting business” in connection to overseas registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Wyoming’s business entity regulations, like those in other states, stipulate certain acts do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 17-16-1501 of the Wyoming Statutes for a complete legal explanation of each of the listed things. If your LLC’s only operation in Wyoming is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit a Foreign Limited Liability Company Application for Certificate of Authority with the Wyoming Secretary of State to register your company in Wyoming (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. In particular, for a Wyoming application, you must provide:
the name of your LLC as it is registered in the state in which it was formed (the name must include words such as “Limited Liability Company” or an abbreviation such as “LLC”)
the state in which your LLC was formed, the date your LLC was formed, and the length of your LLC (which may be perpetual)
the postal address of your LLC the street location of your LLC’s primary office the name and address of your LLC’s registered agent in Wyoming
a declaration that your LLC recognizes the Wyoming constitution in accordance with Article 10, Section 5 of that constitution, the date your LLC started or will begin doing business in Wyoming, and an authorized signature along with relevant contact information.
With your application, you must attach an authentic proof of existence or certificate of good standing. The certificate is typically granted by the Secretary of State (or an analogous entity) in the state in which your LLC is formed. When you submit your application, the certificate must be no more than 60 days old.
A signed permission form for your Wyoming registered agent must also be included. The blank form comes with the application, which you may get on the SOS website.
The filing cost is one hundred dollars.
What Happens If You Do Not Sign Up?
If your LLC does business in Wyoming without permission, it cannot file a lawsuit in any Wyoming court. Furthermore, your LLC will be accountable for any fees and licensing taxes that it should have paid if registered, plus 18% interest, a separate $5,000 penalty, and additional penalties. However, failure to register your LLC does not invalidate its conduct (such as contracts) or prohibit it from defending a lawsuit in Wyoming.
Wyoming Foreign Corporation Registration
The regulations and standards for international qualifying in Wyoming are generally the same whether your company is structured as a corporation or an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Wyoming, see the Wyoming Secretary of State’s website.