Wyoming generally requires most registered business entities to file an Annual Report (also referred to as an Annual License Tax) with the Wyoming Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing.
The due date for this filing is unique: it is due annually by the first day of the anniversary month of your entity’s original formation or qualification in Wyoming. For example, if your entity was formed or qualified on July 15th, your Annual Report would be due by July 1st each year. You can typically file up to 120 days prior to your due date.
Why is it important to file? Maintaining good standing with the State of Wyoming is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to serious consequences, including:
Delinquent Status: Your entity will be deemed delinquent on the second day of the month following its due date.
Administrative Dissolution/Revocation: If the annual report is not filed within sixty (60) days following the due date, your domestic entity will be administratively dissolved, or your foreign entity’s authority to transact business in Wyoming will be revoked.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Wyoming courts.
Reinstatement Fees and Penalties: While Wyoming generally does not impose “late fees” for the annual report itself, reinstatement after administrative dissolution requires paying the overdue annual report fees and taxes, plus a $50.00 reinstatement fee. Operating without authority can also incur a $5,000.00 penalty.
Specific Requirements by Entity Type in Wyoming:
For All Registered Business Entities (LLC, Corporation, Non-Profit, Partnership) in Wyoming:
Annual Report / Annual License Tax (Wyoming Secretary of State):
Frequency: Annually.
Due Date: By the first day of the anniversary month of your entity’s original formation or qualification in Wyoming (e.g., if formed July 15th, due by July 1st each year). Statutory Trusts are due by January 2nd.
Filing Method: Primarily filed online through the Wyoming Secretary of State’s website. If the calculated fee is over $500, online filing is not permitted, and you must mail the report.
Information Required: Entity’s legal name, Wyoming Entity ID, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; partners for partnerships).
Calculated based on your company’s total assets located and employed in Wyoming.
The fee is 60.00or two−tenths of millionth dollar(.0002) of assets, whichever is greater.
Minimum Fee: If your assets are $300,000 or less, the minimum fee is typically $60.00.
Example: A business with $500,000 in Wyoming assets would owe $100 ($500,000 x $0.0002).
An online convenience fee (e.g., $2.25 for fees $25-$99.99) also applies.
For Corporations (For-Profit & Professional) in Wyoming:
In addition to the Annual Report:
Wyoming does NOT have a state corporate income tax or a state individual income tax. This makes Wyoming one of the most tax-friendly states for businesses and individuals regarding income taxes.
Sales and Use Tax: If your corporation engages in activities subject to sales tax, you must register with the Wyoming Department of Revenue and file sales and use tax returns. This is typically done monthly, quarterly, or annually, depending on your sales volume.
For Limited Liability Companies (LLCs) in Wyoming:
In addition to the Annual Report:
Wyoming does NOT have a state corporate income tax or a state individual income tax. Therefore, LLCs are not subject to state-level income tax filings in Wyoming.
Sales and Use Tax: Similar to corporations, if your LLC engages in activities subject to sales tax, you must register with the Wyoming Department of Revenue and file sales and use tax returns.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Wyoming:
Annual Report (Wyoming Secretary of State):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the Wyoming Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report by the first day of their anniversary month.
Filing Fee: For LPs, LLPs, and LLLPs, the fee is generally calculated based on assets, same as for corporations and LLCs (minimum $60.00).
Wyoming does NOT have a state partnership income tax. Therefore, partnerships are not subject to state-level income tax filings in Wyoming.
Sales and Use Tax: If your partnership engages in activities subject to sales tax, you must register with the Wyoming Department of Revenue and file sales and use tax returns.
For Non-Profit Corporations in Wyoming, please also note the following:
In addition to the Secretary of State filing:
Annual Report (Wyoming Secretary of State):
Frequency: Annually.
Due Date: By the first day of the anniversary month of your incorporation.
Filing Fee: A flat fee of $25.00 (plus online convenience fee). Non-profits are generally not subject to the asset-based license tax.
Charitable Organization Registration (Wyoming does NOT generally require state-level charitable registration):
Wyoming is one of the few states that does not require charitable organizations to register with a state agency for charitable solicitation (i.e., fundraising) purposes. Therefore, there is typically no state-level charitable registration form or annual renewal with the Wyoming Attorney General’s Office or Secretary of State’s Charities Division.
However, ensure you comply with any local (county or municipal) fundraising ordinances if applicable to your activities.
Wyoming Exempt Organization Business Income Tax:
Wyoming does NOT have a state corporate income tax. Therefore, non-profits are not subject to state-level income tax filings in Wyoming, even if they have unrelated business taxable income (UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Wyoming filings typically require verification or updating of the following:
Your entity’s legal name and Wyoming Entity ID number.
The current principal office mailing address.
The name and physical street address of your Wyoming Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships: Names and addresses of partners (for those required to file).
Updated contact information for the entity.
For most for-profit entities: Total value of assets located and employed in Wyoming for the license tax calculation.
For Sales and Use Tax filings: Gross sales and purchases subject to tax.
How can we assist you? We understand that navigating these compliance requirements, especially with Wyoming’s unique “anniversary month” due dates and asset-based fee structure, can be complex. We are here to assist you with understanding and fulfilling your Wyoming compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information, including assisting with asset valuation if needed.
Preparing and accurately filing your Annual Reports with the Wyoming Secretary of State.
Assisting with any required sales and use tax registrations and filings (if applicable).
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Wyoming Secretary of State.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Wyoming compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
