LLC Administrative Dissolution and Involuntary Termination in Wyoming
At a glance
| Law, agency and LLC scope | Wyo. Stat. § 17-29-705; Secretary of State administratively forfeits domestic LLC articles and treats entity as defunct. |
|---|---|
| Grounds and trigger dates | No agent/office; unpaid § 17-29-210 annual fee or § 17-28-109 penalty; knowing false filing, ignored subpoena, or listed public-interest misconduct (§ 17-29-705(a)–(c)). |
| Agency notice | Agent route: first-class mail or electronic failure notice. Fee route: notice to last known mailing address by mail or electronic means; (c) follows (a) method (§ 17-29-705(a)–(c)). |
| Cure or response window | Agent and (c) routes: 60 days from mailing or electronic submission; fee/penalty route: 60 days from date of notice. Compliance averts forfeiture (§ 17-29-705(a)–(c)). |
| Action and effective date | Secretary may mark delinquent awaiting forfeiture at notice; after uncured 60-day window, LLC is deemed defunct and its articles forfeited (§ 17-29-705(a)–(d)). |
| Status, activity and service | Statute labels LLC defunct with forfeited articles; it states no ordinary operating or winding-up power. Without an agent, principal-office mail service is available (§§ 17-29-705, 17-28-104(b)). |
| Special routes and effects | No separate tax-agency or series forfeiture step in § 17-29-705; low-profit LLC name-cure route in (e) falls outside ordinary LLC scope. |
| Route back and limits | Within 2 years: agent route needs statement, rule fee and $250 penalty; fee route needs delinquent fees and relates back. Name retained during 2-year window (§ 17-29-705(a)–(b)). |
Requirements one by one
Grounds and notices
Wyo. Stat. § 17-29-705(a) covers a missing registered agent or office. Subsection (b) covers unpaid annual fees under § 17-29-210 and specified registered-agent penalties. Subsection (c) also reaches a knowingly false filed document, failure to answer a valid subpoena, and specified public-interest grounds involving records, false information, inability to serve, or foreign-adversary control. The annual fee accompanies the report under § 17-29-209(a) and § 17-29-210(a)(iii); a missed report is not itself the forfeiture event identified in subsection (b).
Cure and effective action
The Secretary of State may classify an LLC as delinquent awaiting forfeiture when notice is given (§ 17-29-705(d)). For an agent default and the subsection (c) grounds, the 60 days run from mailing or electronic submission; for the fee route, they run from the date of notice. If the LLC does not comply, the statute deems it defunct and its articles forfeited. It does not require a separate issued certificate for that event.
Service and revival
Where the LLC has no agent or the agent cannot reasonably be served, § 17-28-104(b) allows registered or certified mail to the principal office. Section 17-29-705(a) permits revival within two years for an agent forfeiture by filing the required statement and paying the rule-set reinstatement fee plus a $250 penalty. For a fee forfeiture, subsection (b) instead calls for delinquent fees and expressly relates effective reinstatement back to the defunct date.
What trips people up
The public-interest route in § 17-29-705(c) adopts the notice-and-forfeiture method in subsection (a). The statute’s separate low-profit LLC name-amendment route in subsection (e) concerns a special entity type. Neither changes the ordinary LLC’s fee-route trigger or its two-year revival period.
Common questions
Is the LLC forfeited as soon as its report is late?
No. Section 17-29-705(b) concerns unpaid fees or specified penalties and requires a notice followed by 60 days without compliance before the company is deemed defunct.
Does reinstatement restore the LLC’s status for the gap?
For the fee route, yes: § 17-29-705(b) expressly relates effective reinstatement back to the date the LLC was deemed defunct and says it resumes business as if never defunct. The agent route in subsection (a) does not state that same relation-back rule.
Statutes and sources
- Wyo. Stat. § 17-28-104(b) — “If a business entity has no registered agent, or the agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, addressed to the entity at its principal office.” Wyoming Legislature, Title 17. Accessed 2026-09-26.
- Wyo. Stat. § 17-28-109 — “The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation”. Wyoming Legislature, Title 17. Accessed 2026-09-26.
- Wyo. Stat. § 17-29-209(a) — the LLC “shall file with the secretary of state on or before the first day of the month of organization of every year a certification”. Wyoming Legislature, Title 17. Accessed 2026-09-26.
- Wyo. Stat. § 17-29-210(a)(iii) — “An annual fee accompanying the report required in W.S. 17-29-209”. Wyoming Legislature, Title 17. Accessed 2026-09-26.
- Wyo. Stat. § 17-29-705(a)–(e) — “Unless compliance is made within sixty (60) days of mailing or electronic submission of the notice, the limited liability company shall be deemed defunct and to have forfeited its articles of organization”. Wyoming Legislature, Title 17. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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