Register a Foreign Corporation in WY
If you’re interested in expanding your business into Wyoming, you’ll want to apply for a Certificate of Authority from the Secretary of State and register your business as a foreign corporation. Once successfully registered, your corporation will be allowed to do business in Wyoming.
There are several steps you need to take in order to get a Certificate of Authority from the Secretary of State:
- Request a Certificate of Good Standing From Your Home State
- Appoint a Wyoming Registered Agent
- Complete the Wyoming Corporation Application for Certificate of Authority
- Submit Your Filing the Wyoming Secretary of State
Once you’ve completed these steps and your paperwork is processed, the state will send you a filed Certificate of Authority and you’ll be ready to start operating in The Equality State.
Hire Us and We’ll Take Care of Your Filing for You
Unfortunately, the process of applying for a Certificate of Authority in Wyoming can get complicated, but we’ve helped countless business owners register their foreign corporations in Wyoming successfully. Not only will we take care the filing for you, but we’ll also obtain the certificate of good standing needed from the state where your corporation was originally formed.
On top of that, our Out-of-State Business Registration service includes one year of our registered agent service, guaranteeing your corporation a quality Wyoming registered agent who will prevent any important notices or legal mail from falling through the cracks.
How to Register a Foreign Corporation in Wyoming
There are four steps you’ll need to take before you can legally do business in Wyoming as a foreign corporation.
1. Request a Certificate of Good Standing From Your Home State
To prove that your foreign corporation legally exists and is in good standing with its home state (i.e. the state where you originally incorporated), the Wyoming Secretary of State requires you to submit a Certificate of Good Standing from your home state with your application for a Certificate of Authority. A Certificate of Good Standing is sometimes known in other states as a Certificate of Existence or a Certificate of Authorization.
What does it mean to be in good standing? Being in good standing with your home state means that your corporation is correctly registered, its information with the state is up-to-date, and all taxes and state fees have been paid. If your corporation is not in good standing, you will not be able to get a Certificate of Authority from the Wyoming Secretary of State.
The cost of a Certificate of Good Standing varies from state to state. Some states only charge $5. Others can charge up to $50, sometimes more, depending on the business entity. Once you’ve purchased your certificate, you’ll want to make sure you submit your Application for a Certificate of Authority before it expires. The state of Wyoming does not accept any Certificate of Good Standing older than 60 days.
2. Appoint a Wyoming Registered Agent
Even though you already have a registered agent from your home state, Wyoming law requires foreign businesses to appoint a Wyoming registered agent.
Your Wyoming registered agent can be an individual who is a Wyoming resident and available at the physical address provided during regular business hours. Or you can hire a registered agent service, like Buffalo Registered Agents LLC, to act as your registered agent.
Whoever you appoint will accept any service of process or state notifications specific to your Wyoming foreign corporation. Please note that just like every other state, the mailing address and principal address you list on your state paperwork becomes public record when you file your application.
When you submit your Application for Certificate of Authority, you are required to include a Consent to Appointment by Registered Agent form. Your new Wyoming registered agent will need to sign this form, so make sure to send it to them before you plan on filing your application.
If decide to hire us, we’ll automatically mail the consent form to you the same day you sign up. You can begin filling out your Wyoming business filing and include our consent form as soon as it arrives in the mail.
3. Complete the Wyoming Corporation Application for Certificate of Authority
Once you have your Certificate of Good Standing and your registered agent’s consent form, your ready to complete your application for a Certificate of Authority. Once your application has been processed and approved, your corporation will be able to legally do business in Wyoming.
The application requires the following information:
- The name of your corporation in your home state
- The state where you originally incorporation
- When the company originally incorporated
- How long you intend to do business in Wyoming
- Your corporation’s mailing address
- The address of the corporation’s principal office
- Name and physical address of your Wyoming registered agent
- Names and business addresses of the corporation’s current officers and directors
- The date you intend to start doing business in WY
- Acceptance of state laws
- The type of business your corporation will be conducting
You will complete the form by having your corporation’s Chairman of the Board, President, or any other officer sign the application. Whoever signs the form must also include their name and title, as well as the company contact’s email address and daytime phone number.
4. Submit Your Filing the Wyoming Secretary of State
Once your application is complete and you have all of your documents together, you’re ready to file with the Secretary of State. You will need to include the following in your filing:
- Completed Application for Certificate of Authority
- Certificate of Good Standing from your home state
- A signed Consent to Appointment by Registered Agent form
- The state’s $150 filing fee
You will submit your filing by either mailing it to the Secretary of State’s office or delivering it in person. When it comes to your filing fee, the state accepts checks or money orders. Make payable to: Wyoming Secretary of State.
Mail or hand deliver your application to:
Wyoming Secretary of State
Herschler Building East
122 W 25th St
Suites 100 and 101
Cheyenne, WY 82002
How will I know my application has been accepted? Once processed and approved, the Wyoming Secretary of State will mail you a copy of your application, your certificate, and a receipt. Make sure you keep these with other important company records.
Wyoming Corporation Certificate of Authority FAQs
What if my corporation is not in good standing with its home state?
If your corporation is not in good standing with your home state, you will need to get back into compliance before registering as a foreign corporation in Wyoming. The process of getting back in good standing varies between states, but generally you will need to make sure you’re up to date on state paperwork (like annual reports) and that your taxes, and any other state fees, are paid for.
Do I need a Wyoming registered agent?
All Wyoming businesses, including foreign corporations, are required to appoint a Wyoming registered agent. You have a couple of options when it comes to choosing a registered agent in Wyoming:
- An individual who is a Wyoming resident, 18 years or older, who will be available at a physical address during regular business hours to accept service of process on your corporation’s behalf
- A business authorized to do business in Wyoming that has a physical office and is open during regular business hours to accept service of process on your corporation’s behalf
How much does a Certificate of Authority cost in Wyoming?
It costs $150 to file the Application for a Certificate of Authority to the Wyoming Secretary of State. You will also need to consider the cost of getting a Certificate of Good Standing from the corporation’s home state. The price to obtain this certificate will depend on the state where you originally incorporated.
How long does it take to get a Certificate of Authority in Wyoming?
It typically takes between 10 and 15 days for the state to process your Application for a Certificate of Authority. This does not include mailing time, so make sure to account for this when submitting your filing. Your application will be rejected if the Certificate of Good Standing included is older than 60 days.
Does my Wyoming foreign corporation have to file an annual report?
All businesses in Wyoming are required to file a report with the state.
Your foreign corporation’s annual report is due the first of the anniversary month of when the application was approved. So, for example, say you registered your foreign corporation on July 23rd. Your annual report will be due July 1st every year.
The cost to file your annual report depends on the corporation’s assets located and employed within the state of Wyoming. The fee is $60 or two-tenths of one mill on the dollar ($.0002). You will pay whichever cost is higher.
While another filing (and filing fee) is annoying, failure to submit your foreign corporation’s annual report can lead to some pretty hefty consequences. If you don’t submit your annual report by the 2nd of the month after your anniversary month, your business will be deemed “delinquent” by the state. You still have 60 days to submit your report, but if you still fail to do so, the state will administratively dissolve your foreign corporation.
What happens if I do business in Wyoming without getting a Certificate of Authority?
Failing to register your foreign corporation in Wyoming, but continuing to do business in the state, can lead to fines, legal restrictions, and possible loss of asset protection.
If you’re caught doing business in Wyoming with an unregistered corporation, you may be subject to a $5,000 penalty with an 18% interest rate for every year you fail to pay the fine. You may also be required to pay back taxes and late filing fees.
Not registering your foreign corporation also means your corporation won’t be able to file any lawsuit or pursue other legal proceeding in the Wyoming court system. This includes the ability to recover any damages or enforce contracts with clients or partners.