Wyoming Foreign Qualification

Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!

But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.

It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.

For example, if your LLC is registered in Washington and you are looking to open a second location in Wyoming, you may need to complete a foreign qualification in Wyoming before you can expand there.

Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.

What happens if I fail to foreign qualify before doing business in Wyoming?

Foreign qualifying is essentially asking permission to do business in the state of Wyoming. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Wyoming yields consequences that are far costlier than registering in the first place. If you fail to foreign qualify, your business:

  • May not commence or maintain any lawsuit in Wyoming courts
  • Could have its existing legal actions stayed by Wyoming courts
  • Will be liable for all of the fees and LLC taxes it would have paid had it been properly registered for its whole time in Wyoming, plus 18% interest
  • Will be subject to an additional $5,000 penalty

Say you’ve been doing business in Wyoming for three years. Let’s add up your penalties. Start with that hefty $5,000 fine. Then, let’s add $100 for the Certificate of Authority and $50 per year for annual reports – plus 18% interest – for another $295. That’s a total of $5,295, and it doesn’t even include taxes. In short, it’s best to avoid this entirely by foreign qualifying as soon as you begin doing business in Wyoming.

Check out the Wyoming Statutes, section 17-16-1502 for more info on these penalties.

What is considered “doing business” in Wyoming?

We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Wyoming? Unfortunately, you won’t find a specific definition in the state’s LLC Act. Even so, tax laws tell us that you are considered to be “doing business” in most cases and required to foreign qualify if:

  • Your LLC has offices, warehouses, stores, or another type of continuous physical presence, or nexus, in the state.
  • Employees, salespeople, or other representatives are conducting business on behalf of your LLC in the state.

Taxes have a role to play in this too. Wyoming charges all of its business entities with a license tax (also known as a franchise tax). Foreign qualification notifies the state that you will need to pay it. It might be tempting to avoid these payments by flying under the radar, but resist the urge! It will lead to more severe fines in the future. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.

If you’re unsure whether or not you need to file for a foreign qualification in Wyoming, we suggest seeking legal counsel.

Could I be exempt from foreign qualifying in Wyoming?

The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Wyoming. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:

  • Maintaining, defending, or settling a lawsuit in Wyoming courts
  • Carrying on activities solely concerning internal affairs, such as LLC member and/or manager meetings
  • Holding in-state bank accounts
  • Keeping offices or agencies for the management of the LLC’s own securities
  • Selling through independent contractors
  • Facilitating orders that require acceptance outside the state before they become contracts
  • Lending money or acquiring indebtedness
  • Securing and collecting certain debts
  • Owning real or personal property in Wyoming
  • Completing a single transaction—outside of your typical business dealings—within a 30-day window
  • Doing business in interstate commerce

If you find all of your in-state business activities among these exemptions, you most likely don’t have to foreign qualify. Also, be sure to read over the detailed list found in Section 17-16-1501 of the Wyoming Statutes.

How to Foreign Qualify Your LLC in Wyoming

Foreign qualification in Wyoming is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Wyoming, start by downloading and printing an “Application for Certificate of Authority.” This is your ticket to doing business in the state.

To streamline the process, gather all of the required information beforehand. Here’s what you’ll need:

  • Your LLC name
  • The state of formation
  • The date you formed the LLC
  • The period of duration
  • Your LLC’s mailing address and principal office address
  • Your Wyoming registered agent’s name and address (cannot be a P.O. box)
  • The date your LLC started doing business in Wyoming, or the date you plan to begin doing business there
  • Your signature and contact information

But a completed form is not all you need to foreign qualify. You also need to include:

  • An original Certificate of Good Standing, not more than 60 days old, from the state where you initially formed your LLC.
  • A $150 filing fee, which you can pay with a check made out to the “Wyoming Secretary of State.”
  • A “Consent to Appointment” signed by your Wyoming registered agent (find it on the last page of the application).

Got everything? Mail it off to:

Wyoming Secretary of State

Herschler Building East, Suite 101

122 W. 25th St.

Cheyenne, WY 82002-0020

If you live near Cheyenne, you’re also allowed to drop your materials off in person at the same address.

After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification and you’re embarking on another chapter in the life of your business.

Name Requirements to Remember

It’s important to check Wyoming’s business naming requirements to make sure that your LLC name complies. Otherwise, it could delay your foreign qualification. Your business name must:

  • Use one of the following terms:
    • Limited liability company
    • Ltd. liability co.
    • Limited liability co.
    • Limited company
    • LLC
    • L.L.C.
    • LC
    • L.C.
  • Not use any language that implies a purpose other than its real business function. For example, if you run a pizza shop, your LLC name shouldn’t be “ABC Pet Store.”
  • Not be the same as, or deceptively similar to, any other name currently on record with the Secretary of State. Perform a Wyoming LLC name search to make sure the name you want is available.

You can also reserve your Wyoming business name if you’re not quite ready to foreign qualify your LLC.

Should I hire a service to file my Wyoming foreign LLC?

Considering all the work that goes into expanding your business to a new state, you’ve likely got a lot on your plate. Rather than trying to juggle everything yourself, you can bring on an individual or company to help you secure your LLC’s Wyoming foreign qualification.

For example, business attorneys understand all the legal nuances involved, providing peace of mind that the job will get done correctly. But if you go this route, be sure you have the budget for it. Lawyer fees for Wyoming foreign LLC qualifications can be a prohibitively expensive option for businesses operating on tight budgets.

If you’re operating on a limited budget, but still want to have your Wyoming foreign LLC professionally registered, go with an online business service provider. There are plenty of reputable companies that can help you out with Wyoming foreign qualifications, but here are a couple of our favorites:

  • MyCompanyWorks ($99): MyCompanyWorks is one of the only service providers offering foreign qualifications for less than $100. This company receives excellent customer reviews and has a great track record of success, making it a smart choice for a wide range of entrepreneurs.
  • IncFile ($149): IncFile offers a free LLC formation service that we have always appreciated, and its pricing for foreign qualifications is a reasonable $149. IncFile has the best customer feedback reputation in the industry, with tens of thousands of positive reviews available online.
  • Northwest Registered Agent ($225): Northwest is more of a premium service, with the best customer support in the industry, in our opinion. They also include a year of their namesake registered agent service with every foreign qualification. There’s a reason Northwest is our #1 pick among the best registered agent services!

Frequently Asked Questions

When Is the Best Time to Foreign Qualify an LLC?

We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a state where you don’t have permission to do so.

How Long Does It Take Wyoming to Process a Foreign Qualification?

You’ll typically need to wait up to 15 days for Wyoming to process a business filing. This state does not offer expedited service for foreign qualifications.

Where Can I Learn More About the Wyoming LLC Licensing and Permitting Requirements?

Chances are, you’ll require at least one license or permit to operate your LLC in compliance with Wyoming state law. Unfortunately, Wyoming does not have a centralized business licensing hub as most states do, so you’ll have to check with any relevant state regulatory agencies, as well as your county and municipal governments, to find out which licenses and permits your business needs.

Do I Need to File an Annual Report for My Foreign LLC in Wyoming?

Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a Wyoming LLC Annual Report.

What Is the Total Expected Cost of Operating an LLC in Wyoming?

The overall costs of operating a Wyoming LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.

Should I Use an LLC Service, Hire an Attorney, or Foreign Qualify My Own LLC?

The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.

Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.

How Do Online LLC Services Work?

Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your Wyoming registered agent.

The service then registers your Application for Certificate of Authority with the state to qualify your LLC to do business in Wyoming.

Are LLC Service Websites Legit?

Absolutely. There are quite a few reputable companies offering LLC formation service and foreign qualifications these days, including the two options we discussed earlier: MyCompanyWorks and IncFile.

In fact, while we certainly have our opinions about which ones offer the best pricing and features, every one of the incorporation services we discuss on this website is entirely legitimate and trustworthy.

Need to save time?

Let’s face it, there’s never enough time in the day, especially when you’re running a company. And properly registering your LLC in Wyoming involves research and time, time that you could be using to continue growing your business.

If the thought of paperwork, fees and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to foreign qualify your business. Services like Northwest ensure that your forms are filed correctly and on time, potentially saving you thousands of dollars in penalties, not to mention a bunch of time and stress.

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