Nonprofit Corporation Administrative Dissolution and Reinstatement in Wyoming

At a glance

Requirements one by one

Grounds and preliminary delinquency

Wyo. Stat. § 17-19-1420 permits a delinquent classification before the dissolution proceeding begins. Agent or office absence and failure to report a covered change have 30-day thresholds. Annual-report and license-tax failure is measured from when payment or filing is due. Section 17-28-109(g) separately permits dissolution of a registered-agent entity that fails to pay an imposed penalty as required. Other grounds include expired duration, specified false information and public-interest findings, an unanswered valid and enforceable subpoena, and unpaid statutory penalties.

Service and cure

Section 17-19-1421 requires a written determination, with additional Attorney General notice for a public benefit corporation. Section 17-28-104 allows service through the agent and authorizes electronic service by the Secretary. Its mail fallback applies when the entity has no agent or the agent cannot reasonably be served; that route specifies receipt, signed return-receipt, and five-day mailing events. The cure period is “at least sixty (60) days after service of the notice is perfected.”

Certificate and remaining powers

The certificate states the grounds and effective date. Under § 17-19-1421(c), the nonprofit continues for winding up, liquidation, and claimant notification; § 17-19-1406 includes preserving and protecting assets and providing for liabilities as concrete winding-up tasks. Agent authority survives.

Restoration and review

Section 17-19-1422 distinguishes payments: a report or license-tax default requires delinquencies plus the prescribed certificate fee, while agent-default reinstatement requires $150 plus delinquent fees and taxes. Section 17-19-122 authorizes the Secretary to set comparable filing fees for unlisted documents. The registered name is retained during the two-year reinstatement period.

Section 17-19-1423 requires a denial notice explaining the reasons. A district-court appeal within 30 days after perfected service attaches the dissolution certificate, reinstatement application, and denial notice.

What trips people up

Curing the original default does not guarantee reinstatement. Section 17-19-1422(a) permits denial when the corporation has been the subject of a Secretary-of-State and law-enforcement investigation concerning fraud or another violation, or when there is another reason to believe it engaged in illegal operations.

Common questions

Does dissolution itself transfer the nonprofit's property?

No. Section 17-19-1406(b)(i) expressly preserves title.

Can a proceeding still be brought in the corporation's name?

Yes. Section 17-19-1406(b)(iv) says dissolution does not prevent commencement of a proceeding by or against the corporation in its corporate name.

Statutes and sources

• Wyo. Stat. § 17-19-1420 — “(a) The secretary of state may commence a proceeding under W.S. 17-19-1421 to administratively dissolve a corporation if any of the following has occurred: (i) The corporation is without a registered agent or registered office in this state for thirty (30) days or more; (ii) The corporation does not notify the secretary of state within thirty (30) days that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued; (iii) The corporation's period of duration, if any, stated in its articles of incorporation expires; (iv) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630; (v) It is in the public interest and the corporation: (A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; (B) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107; (C) Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States; or (D) Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17-28-108 or following notification by the registered agent. (vi) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; (vii) The corporation has failed to respond to a valid and enforceable subpoena; (viii) The corporation has failed to pay any penalties imposed under W.S. 17-28-109. (b) Prior to commencing a proceeding under W.S. 17-19-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-19-1421 — “(a) Upon determining that one (1) or more grounds exist under W.S. 17-19-1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under W.S. 17-28-104. In the case of a public benefit corporation the secretary of state shall also notify the attorney general in writing. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under W.S. 17-28-104, and in the case of a public benefit corporation shall notify the attorney general in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under W.S. 17-19-1406 and notify its claimants under W.S. 17-19-1407 and” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-19-1422 — “(a) A corporation administratively dissolved under W.S. 17-19-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall: (i) Recite the name of the corporation and the effective date of its administrative dissolution; (ii) State that the ground or grounds for dissolution either did not exist or have been eliminated; (iii) Repealed By Laws 1999, ch. 196, § 2. (iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630, include payment of fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17-19-122; and (v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent. (b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. (d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-19-1423 — “(a) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial. (c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. C. Judicial Dissolution” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-28-104 — “(a) A business entity's registered agent, or the natural person having an agency relationship with the registered agent as provided in W.S. 17-28-101(a), shall accept service of process, notice, or demand required or permitted by law that is served on the entity. The secretary of state may provide service of process, notice or demand by electronic means. (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. Service is perfected under this subsection at the earliest of: (i) The date the entity receives the mail; (ii) The date shown on the return receipt, if signed, either manually or in facsimile, on behalf of the entity; or (iii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. (c) A business entity may be served as provided in this section or as provided in the Wyoming Rules of Civil Procedure. (d) Every entity shall provide to its registered agent, or to the secretary of state as provided in W.S. 17-28-107(b), and keep current the name, mailing address and physical address, if different, and business telephone number of a natural person who is an officer, director, limited liability company member or manager, managing partner or trustee of the entity who is authorized to receive communications from the registered agent and is deemed the designated communications contact for the entity. The designated communications contact for the entity shall not be the entity's registered agent or an employee of the entity's registered agent unless the registered agent is the entity's officer, director, limited liability company member or manager, managing partner or trustee. (e) Upon formation of a business entity, the business entity shall execute a consent to service by electronic means for use in the limited circumstances where the business entity has no registered agent or where the agent cannot with reasonable diligence be served. Upon acceptance of a summons in accordance with the limited circumstances specified in this subsection, the secretary of state may elect to serve the business entity by electronic means in lieu of the process specified in subsection (b) of this section. Service is perfected under this subsection on the date the electronic communication is sent to the business entity.” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-19-1406 — “(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (i) Preserving and protecting its assets and minimizing its liabilities; (ii) Discharging or making provision for discharging its liabilities and obligations; (iii) Disposing of its properties that will not be distributed in kind; (iv) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (v) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (vi) If the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (A) To one (1) or more persons described in section 501(c)(iii) of the Internal Revenue Code; or (B) If the dissolved corporation is not described in section 501(c)(iii) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations. (vii) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and (viii) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (i) Transfer title to the corporation's property; (ii) Subject its directors or officers to standards of conduct different from those prescribed in article 8 of this act; (iii) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (iv) Prevent commencement of a proceeding by or against the corporation in its corporate name; (v) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (vi) Terminate the authority of the registered agent.” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-19-122 — “(a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed By Laws 2014, Ch. 65, § 2. (iv) Amendment of articles of incorporation.................................$25.00 (v) Application for certificate of authority ..............................................$50.00 (vi) Application for certificate of existence or authorization.................................$20.00 (vii) Application for conversion..........$75.00 (b) The secretary of state shall collect a fee of five dollars ($5.00) upon being served with process under this act. (c) The secretary of state shall set and collect comparable filing, service and copying fees for those documents not listed in subsection (a) of this section.” Official Title 17. Accessed 2026-09-29.

• Wyo. Stat. § 17-28-109 — “(a) The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation, with respect to each entity represented, of this chapter for which no other specific penalty is provided, and may deny or revoke any registration, require enhanced recordkeeping and refuse to accept filings for business entities served by a registered agent if the registered agent, or in the case of registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity: (i) Has failed to make application for registration as a commercial registered agent under W.S. 17-28-105 if applicable; (ii) Has failed to maintain records as required by W.S. 17-28-107; (iii) Cannot be served at the address of the registered office or the registered agent's email address; (iv) Has willfully violated or willfully failed to comply with any provision of this chapter; or (v) Cannot be located at the address on the application provided to the secretary of state. (b) A registered agent has complied with W.S. 17-28-107 if he has timely requested from the entity, either by certified letter or through an engagement letter or other similar document, that the required information be provided and be kept current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. It shall be a defense to an action under paragraph (a)(ii) of this section if the registered agent notifies the secretary of state of the entity's failure to provide the required information or of the registered agent's belief that the information is inaccurate, and the registered agent resigns within sixty (60) days after the date the certified letter requesting information has been sent. No fee shall be assessed a registered agent resigning pursuant to this subsection. (c) The secretary of state may deny or revoke the registration of a registered agent who has been convicted of any felony or has had an application for commercial registered agent denied or revoked, or in the case of a registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity have been convicted of any felony or have had an application for commercial registered agent denied or revoked. (d) In any action pursuant to this section the prevailing party may recover costs of investigation, court costs and attorney's fees. (e) It shall be a defense to any violation under this section if the agent, in the exercise of reasonable diligence could not have known that: (i) The information maintained by the agent is inaccurate; (ii) The information provided by the entity represented is inaccurate; or (iii) An entity used the registered agent's identity or address without the registered agent's knowledge or consent. (f) The secretary of state may deny registration, require enhanced recordkeeping and refuse to accept filings from any registered agent pursuant to this section without a contested case hearing. If a contested case hearing is requested, this authority shall only apply until the hearing is resolved. (g) Any penalty imposed against a registered agent pursuant to this act shall be paid pursuant to the final order as issued by the secretary of state. If the penalty is not paid within sixty (60) days of the order, or according to an alternate schedule indicated in the order, the secretary of state may refuse all filings by a registered agent until the penalty is paid. In addition, in the case of a registered agent that is a corporation or other business entity, the secretary of state may administratively dissolve the entity or revoke its certificate of authority if the penalty is not paid as provided in this subsection.” Official Title 17. Accessed 2026-09-29.