Foreign Qualification Application

Wyoming Foreign Qualification Worksheet

Purpose and Scope

Use this worksheet to collect information for the Wyoming Secretary of State's current Application for Certificate of Authority (foreign registration). It is a preparation aid, not a substitute for the official form or the Secretary of State's online filing system.

This worksheet covers foreign for-profit corporations and LLCs, which register under the same statutory scheme. It also flags the different citations and fees for nonprofit corporations and limited partnerships. Select the entity type below and use the corresponding statutory track.

Part 1 — Is a Certificate of Authority Required?

Wyo. Stat. Ann. § 17-16-1501(a) prohibits a foreign corporation from transacting business in Wyoming until it obtains a certificate of authority; § 17-29-114 applies the same rule to a foreign LLC.

Section 17-16-1501(b) lists activities that, standing alone, do not constitute transacting business — for example, maintaining or defending a proceeding, holding governance meetings, maintaining bank accounts, selling through independent contractors, soliciting orders that require acceptance outside Wyoming, creating or collecting debts and enforcing security interests, owning property, and conducting an isolated transaction completed within 30 days and not in the course of repeated transactions.

☐ Confirm the proposed Wyoming activities against § 17-16-1501(b) with counsel before relying on an exception. The list does not resolve tax, licensing, or service-of-process consequences under other law.

Describe the proposed Wyoming activities: [________________________________]

Part 2 — Filing Route and Fees

Filing route:

☐ Online through the Wyoming Secretary of State filing system

☐ Current Secretary of State paper form (mail to Wyoming Secretary of State, Herschler Building East, 122 W. 25th Street, Suites 100/101, Cheyenne, WY 82002-0020)

Initial foreign-qualification filing fee (Wyo. Stat. Ann. § 17-16-1630(f) and the Secretary of State fee schedule):

☐ Make remittance payable to "Wyoming Secretary of State." Confirm any online convenience fee.

Part 3 — Required Application Information (§ 17-16-1503)

For a corporation or LLC, Wyo. Stat. Ann. § 17-16-1503(a) requires the application to set forth:

Part 4 — Home-State Certificate and Registered-Agent Consent

☐ Attach a certificate of existence (or document of similar import) from the home jurisdiction, dated not more than 60 days before filing, authenticated by the official having custody of the entity's records (§ 17-16-1503(b)).

☐ Attach the written consent to appointment executed by the Wyoming registered agent (§ 17-16-1503(c)).

A Wyoming registered agent and registered office are governed by the Registered Offices and Agents Act, Wyo. Stat. Ann. §§ 17-28-101 et seq. The registered office must be a Wyoming physical address (no P.O. box).

Part 5 — Name Review (§ 17-16-1506)

☐ Confirm the entity name is available and distinguishable on the Secretary of State's records.

☐ If the true name is unavailable or noncompliant, adopt a compliant alternate name for Wyoming use under § 17-16-1506 (and, for an LLC, the LLC name requirements of § 17-29-108).

Part 6 — Execution

Under Wyo. Stat. Ann. § 17-16-120(f)–(g), the application is signed by an authorized person (for a corporation, the chair, president, or another officer) who states the capacity in which they sign. A corporate seal, attestation, acknowledgment, verification, or notarization is not required (§ 17-16-120(g)).

Part 7 — Filing Checklist

☐ Completed Application for Certificate of Authority (correct entity type)

☐ Entity name and any Wyoming alternate name entered

☐ Principal-office address and email entered

☐ Wyoming registered office and agent entered

☐ Home-state certificate of existence (≤ 60 days) attached

☐ Registered-agent written consent attached

☐ Wyoming-Constitution acceptance statement included (corporation/LLC)

☐ Correct filing fee confirmed ($150 corporation/LLC; $50 nonprofit)

Part 8 — Annual Report and License Tax

Corporations file an annual report and pay the annual license tax under Wyo. Stat. Ann. § 17-16-1630; LLCs file under §§ 17-29-209–210. For a foreign entity the report is due on or before the first day of the month of registration each year (the anniversary of the Wyoming registration, not the entity's original formation date).

The license tax is the greater of $60 or two-tenths of one mill ($0.0002) per dollar of the entity's capital, property, and assets located and employed in Wyoming (§ 17-16-1630(a)). Online filing carries a small convenience fee.

Part 9 — Changes After Registration

A change of registered agent or registered office, agent resignation, or discontinuance of the registered office is filed under the Registered Offices and Agents Act (Wyo. Stat. Ann. §§ 17-28-102, 17-28-103). Failure to inform the Secretary of State of such a change within 30 days is a ground for administrative revocation (§ 17-16-1530(a)(iv)).

☐ File any change of registered agent/office promptly (30-day limit).

☐ Amend the certificate of authority if the entity's name or other required application information changes (§§ 17-16-1504, 17-16-1506).

Part 10 — Withdrawal (§ 17-16-1520)

A foreign corporation (or LLC, via § 17-29-114) may not withdraw until it obtains a certificate of withdrawal. The application for withdrawal under Wyo. Stat. Ann. § 17-16-1520(b) must state:

• the entity's name and its state/country of organization;
• that it is not transacting business in Wyoming and surrenders its authority to transact business;
• that it revokes its registered agent's authority to accept service and appoints the Secretary of State as agent for service of process for causes of action arising while it was authorized;
• a mailing address and email address to which the Secretary of State may send any served process; and
• a commitment to notify the Secretary of State of future changes to that mailing and email address.

The Secretary of State fee schedule currently states a $60 withdrawal fee for a corporation or LLC (nonprofit $25). Bring the entity's annual reports and license tax current before filing.

Part 11 — Revocation of Certificate of Authority (§§ 17-16-1530 to 1532)

The Secretary of State may commence a proceeding to revoke a certificate of authority (a foreign LLC's is revoked in the same manner, § 17-29-114) if, among other grounds (§ 17-16-1530(a)):

• the entity does not deliver its annual report or pay the annual license tax when due (§ 17-16-1630);
• it is without a registered agent or registered office;
• it fails to notify the Secretary of State of a change of registered agent/office within 30 days (§§ 17-28-102, 17-28-103);
• a person signed a document known to be materially false with intent that it be filed; or
• it fails to respond to a valid subpoena or cannot be served.

The revocation procedure is § 17-16-1531; a revoked entity may appeal to district court within 30 days after service of the certificate of revocation under § 17-16-1532 (and W.S. 16-3-114).

Part 12 — Effect of Transacting Business Without Authority

A foreign corporation or LLC that transacts business in Wyoming without a certificate of authority may not maintain a proceeding in a Wyoming court until it obtains one, though the lack of authority does not impair the validity of its acts or its ability to defend a proceeding (Wyo. Stat. Ann. § 17-16-1502; applied to LLCs via § 17-29-114). The entity may also owe back fees, license taxes, and penalties.

Part 13 — Other Wyoming Registrations

☐ Obtain a Wyoming sales/use tax license from the Wyoming Department of Revenue if the entity makes taxable sales in Wyoming.

☐ Confirm any industry-specific or professional licensing before transacting business.

Sources and References

• Wyo. Stat. Ann. §§ 17-16-1501, 17-16-1502, 17-16-1503, 17-16-1506, 17-16-1520, 17-16-1530, 17-16-1531, 17-16-1532, 17-16-1630 (Wyoming Business Corporation Act) — Wyoming Legislature (wyoleg.gov) / Justia (2025).
• Wyo. Stat. Ann. § 17-29-114 and §§ 17-29-108, 17-29-209, 17-29-210 (Wyoming Limited Liability Company Act); §§ 17-28-101 et seq. (Registered Offices and Agents Act).
• Wyoming Secretary of State, Business Division — Application for Certificate of Authority, Registered Agent Consent, and fee schedule (sos.wyo.gov).

This worksheet is an informational preparation aid. Verify all requirements against the current official Wyoming Secretary of State form and statutes before filing.