Wyoming Reinstatement Guide

Step One: Don’t panic! There is a solution.

Reinstating a business in Wyoming can be a messy task. There are a few reasons why a company might be forfeited and each reason has its own method of getting the business back into good standing. Kuma Filings will break down the reinstatement process for each scenario in this easy to understand guide. Check out the links below to skip to the section relevant to your specific needs. When in doubt, an expert can take a personal look into your situation by contacting Kuma Filings.

How do I find out why my company was forfeited in the first place?

The first step to finding out why your business was forfeited is to search up your business on the state record and see what it says.

Take a look at these steps to walk you through that process.

1. Head over to the Wyoming Secretary of State free search tool
2. Enter in your company name or filing ID (not both) as accurately as possible.
   • Check how the name is written on your formation paperwork if no results appear
3. Locate your business listing from the list and click on it
4. This will bring you to a page showing you the details of your business, such as your business type, registered agent, and the addresses.
   • Important: Look at the Sub Status of your business. If it says “Current“, you are still able to reinstate and get back into good standing. However, if the sub status lists “Archived“, your business can no longer be brought back. It has reached the end of its life and you will need to form a new business.
   • Important: Look at the Status of your business. This will tell you the reason your business was forfeited, and usually will say one of the following:
     • (Tax) – This means you missed one or more annual reports
     • (No Agent) – This means your registered agent resigned and your business was forfeited after a period of time passed and a new agent was not listed.
     • (Other) – This is a catch-all for other reasons your business may have been forfeited.
       More on these further along in the guide
5. What you need to look for is the top bar showing the available action items.
   • If you see a button that says “File Your Reinstatement”, click on it right away
   • If you don’t see that and instead only see “Return to your search” and “File your Annual Report”, then your business doesn’t need to reinstate.
6. Once you have clicked on “File Your Reinstatement” you will be brought to a page that shows you what is needed to get back into good standing on the state record. This will list out the exact filings you need to include when reinstating.
   
   For instructions how to handle these scenarios, keep reading.

Reasons for Forfeiture Explained

Forfeitures can happen for a variety of reasons. Let’s look into some of the more common ones.

Tax Forfeiture

This is the number one most common reason for a business to be forfeited with the Wyoming Secretary of State.

To put it plainly: the Wyoming state required taxes were not filed. Sometimes a business owner might not file because they didn’t make any money and thought they wouldn’t need to, hired someone who didn’t fulfill their role, didn’t know about it or simply forgot. There are plenty of reasons why a report or two got missed over the years and administrative dissolution commonly happens because of it.

All businesses must file their annual report every year by the due date. Your due date is determined by the day you formed the business. Your annual report due date will be the 1st of your anniversary month.

For example, if your business was formed on February 14th, your annual report would be due every year by February 1st.

If you miss this due date, you have 60 days to file the report before the state will administratively dissolve your business and your tax standing will be listed as Delinquent. Fortunately, Wyoming does not impose a late fee on annual report filings even if they are years old.

If you go to your business on the state record and click on “File Your Reinstatement” you will see a list of reports you owe. It might look something like this.

If this was your company, you would owe two annual reports and a Reinstatement form to get back in good standing. Hypothetically, you would hit that red Continue button to begin the process of filing the reports and making the necessary payments. More on payments later.

In some cases the page you land on will not give you an online filing option. If this is the case, you will need to file them by mail. Be sure to check if you have a registered agent listed, as this is a common reason the state may require you to mail it in. If no agent is listed, you will need to include the paperwork to list a new registered agent when you mail those documents in.

More on that later.

No Agent

This is the second most common reason businesses are administratively dissolved with Wyoming.

Occasionally a Registered Agent will resign. There are plenty of reasons an agent might do this such as; too many missing payments, if they went out of business and closed down operation completely or maybe a business partner who was listed backs out. Whatever the case, the Registered Agent files a form to resign from your business information, leaving you without an agent.

The Secretary of State requires the business owner to have an agent appointed at all times, although they do give a grace period for you to select and list a new one. If no new agent is listed within that time frame the Secretary of State will administratively dissolve the business.

You can see that no agent is listed by going to the drop down section called Additional Details. It should show your agent as something like this.

This will show you that no agent is currently listed for your business.

Next, when you click on “File Your Reinstatement” the page may look something like this.

The state will not allow you to file the reinstatement online, but will instead instruct you to print and mail it in. It will also provide you with the exact forms you need, with one exception. You will need to also include the registered agent form. More on that later.

Other / Not found

This forfeiture can happen for many other reasons. Let’s take a look at a few.

Something might have been wrong with the original formation filing. In many cases the state will remove the listing altogether, which results in you being unable to find your business listing at all. Other times, it may simply list the forfeiture reason as (Other)

• The name was unavailable. Since Wyoming formations are approved automatically, sometimes a name availability rejection may come days later. The state will give a small window to send them an Amendment updating the name, but if they do not receive this within that time frame, they will forfeit the business. These are commonly removed from the state record after a while. If you have your formation documents showing it was formed but nothing comes up when you search for it, this might be the cause.
• There was an issue with provisions. For example, a DAO LLC requires a publicly available identifier. If this is not included on the original filing, the company has 30 days to provide this to the state or the business will be forfeited.
• The formation paperwork may have been mailed in, but no payment was included. The state will temporarily list the business while they await the filing fee payment. However, if these are not received the state will forfeit the business.

There are other explanations of why business is forfeited for “Other” reasons. If it’s unclear, you are always able to reach out to the state directly at 307-777-7311 or Business@wyo.gov for clarity. Alternatively, Kuma Filings is always available to review your situation for free as well.

All trusts must file their annual report every year by January 1st every year. If the report is not filed by April 1st, the business will administratively dissolved, so it’s important to keep a trust up to date on reports every year.

Resolving Tax Forfeiture

General information about Annual Reports and cost

All businesses must file their annual report every year by the due date. Your due date is determined by the day you formed the business. Your annual report due date will be the 1st of your anniversary month.

For example, if your business was formed on February 14th, your annual report would be due every year by February 1st.

If you miss this due date, you have 60 days to file the report before the state will administratively dissolve your business and your tax standing will be listed as Delinquent. Fortunately, Wyoming does not impose a late fee on annual report filings even if they are years old.

By default, the annual reports are $60 each, with a small $2 – $3 processing fee if filed online. For anyone reporting under around $300,000 in assets, this is what you’re likely to pay.

Wyoming calculates total amount due as $60 minimum or two-tenths of one mill on the dollar ($0.0002) of in-state assets, whichever amount is greater. The formula for this is: Total Wyoming Assets x 0.0002 = Fee

Let’s look at some examples.

If your total Wyoming assets are $100,000, you would end up paying $60 to file your annual report.
$100,000 x 0.0002 is $20, which is less than $60, so the greater between the two is $60.

If your total Wyoming assets are $1,000,000 you would end up paying $200 to file your annual report.
$1,000,000 x 0.0002 is $200, which is more than $60, so the greater between the two is $200.

File Online – (Tax)

If you go to your business on the state record and click on “File Your Reinstatement” you will see a list of reports you owe. It might look something like this.

If this was your business, you would expect to owe two reports and the reinstatement form.

Note: If there is no continue button, then you cannot file online or your business is already Archived. Double check that the reason for your forfeiture is “Tax” and that your business Status is not yet “Archived”. If the business is Archived, you will not be able to reinstate and will instead need to form a new business entirely. If your business was forfeited for No Agent or Other, skip down to the appropriate section in this guide.

Otherwise, click Continue to get started.

1. Mailing Address: This will be autofilled. Update if necessary
2. Principal Address: This will be autofilled. Update if necessary
3. Filing Fees: Enter in any asset information relevant to your business and hit Calculate at the bottom. The minimum fee will be $60, but if you owe more due to how many assets you’re reporting, this amount may increase.
4. Confirm: This is a chance to review the filing information for accuracy
5. Signature: Fill this out with your information. The first and last name will be public record, but the email address will be private.
6. Payment: This is usually done with a credit or debit card
7. Once payment is complete, the checklist at the top will update to include a copy of the filing if you would like to download it for your records
8. Repeat this process for any Annual Reports still due
9. The Reinstatement form will be very simple to complete, since you’ve already done reports to update the information. Confirm it’s all correct and enter in your information when requested.

Once the reinstatement has been filed, you will come to a page informing you the reinstatement is complete. This means your business is now back in good standing, but you can always search for your business again to confirm that the status has flipped to “Active” if desired.

File By Mail – (No Agent)

If you go to your business on the state record and click on “File Your Reinstatement” you will see a page that might look something like this.

The key here is that it specifies that you must “Print and Mail” in the reinstatement. When your business has been administratively dissolved due to not having an agent, the reinstatement has to be mailed. This would include any annual reports and the change of agent filing. Luckily you can download the forms the state provides to you, making it easy to know exactly what is required. The only thing you need to remember is to also include a change of agent filing along with it.

You may need to mail in:

• The Annual Report Form for any years indicated
• The Reinstatement Form
• The Change of Agent Form
• (If foreign) a Certificate of Good Standing from the home state
• Payment / Cover Letter

The Annual Report Form

To fill this out, you will need to input basic information such as the mailing address, principal office address and email address. It would be safest to assume this will be public record, so if you would rather not have your personal information listed then be sure to use a third party such as a virtual office or business email.

LLCs will not have any option to list management,
Corporations will need to list at least one officer and their address.
Nonprofits will need to list at least 3 directors and their addresses.

For the assets portion, input any relevant asset monetary amounts. You will need to calculate the total of them yourself. If your total comes out to $300,000 or less, your report will only cost $60 to have filed. However, if your assets add up to over $300,000, you will need to do some calculation to find out what fee will be due.

The formula for this is: Total Wyoming Assets x 0.0002 = Fee

Example: If your total Wyoming assets are $1,000,000 you would end up paying $200 to file your annual report.
$1,000,000 x 0.0002 is $200

The Reinstatement Form

The reinstatement form is fairly straight forward. You will need to put in the company name exactly as it appears on the state record and enter in the date the state administratively dissolved the business. This can be found on your company details page under the History drop down section or it is also the Inactive Date in the company details.

Then, sign date and input your information.

If your business is foreign registered into Wyoming, be sure to include a Certificate of Good Standing/Existence provided by your home state, dated within the last 60 days.

The Change of Agent Form

This form can be found here.

1. Name of the business entity: This is your business name. Enter it exactly as it appears on the state record
2. Name of former registered agent: This is the old agent. In this case, you would be putting “No Agent” as the name, and “No Office Laramie County WY” as the address.
3. Name of new registered agent: This will be the name and address for your newly appointed agent.
   • The company cannot be its own registered agent
   • You can be the registered agent for the business, but your address would be public record
   • You can hire a third party to be your registered agent for you, usually for a small yearly fee
   • The registered agent must have a physical location somewhere within the state of Wyoming
   • The registered agent must sign off on the consent form (the last page)
4. Checkboxes: Since you’re already doing your address information on the annual reports, both of these can be “No”
5. Sign, date and input your contact information
6. Consent Page: This page is for the registered agent to fill out. If you are the registered agent, simply fill it out yourself. If you have hired a third party to be your agent for you, reach out to them to see if they have a consent form they provide, or if they will sign off on the blank one you have.

Payment

If you have a Prepaid account (also known as a PAD account) with the WY SOS and it has funds on it, you can send your forms in with a cover letter stating you’d like to charge the PAD account. Be sure to include your PAD account number as well.

However, most people will not have a PAD account. If this is you, then you will need to make a check or money order payable to the Wyoming Secretary of State. The amount you owe is dependent on the filings you owe.

Annual Report – $60 per report if under $300,000 in assets. Over $300,000 varies in price.
LLC Reinstatement – $350 ($100 for reinstatement, $250 penalty for not having an agent)
Corporation Reinstatement – $250 ($100 for reinstatement, $150 penalty for not having an agent)
Change of Agent – $5

For example, if your business is an LLC that owes only one report, you would send a check or money order along with your filing in the amount of $415.

Mailing it in

Once you have all your forms prepared, you will need to mail those in to:

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

It’s best to send it with tracking to ensure it arrives as planned, though that isn’t necessary.

The state will take around three weeks to process the reinstatement, then they’ll send you back a copy of the approved filing for your records. Once you get that, you’re all done!

If there’s anything wrong with the filing, the state will email you a rejection so that you can email them back an update to whichever form had a mistake on it.

Trusts

All trusts must file their annual report every year by January 1st every year. If the report is not filed by April 1st, the business will administratively dissolved, so it’s important to keep a trust up to date on reports every year.

The cost for a trust Annual Report is $100, but if it isn’t filed within 30 days of the due date the filing fee increases to $200.

To get this reinstatement taken care of, follow the same steps for an LLC above, though keep in mind the cost will be higher for a trust reinstatement.

Business Name Availability

Luckily, if your business Sub Status says “Current”, the business name is not available for anyone else to take. This means that for the entirety of your time in administratively dissolved status, your name has been protected. A name only becomes available for someone else to take when your business falls into “Archived” status. But, if your business was Archived you wouldn’t be able to reinstate anyway.

Disclaimer: This guide is provided for informational purposes only and does not constitute legal advice. While we strive to offer helpful tools and resources, Kuma Filings recommends consulting with a qualified legal professional for guidance when necessary.