If you own a business that was created in a state other than Wyoming, you will need to qualify or register that business in Wyoming if you want to do business there. Here is an overview of the rules on how to qualify your foreign (non-Wyoming) limited liability company (LLC) to do business in Wyoming.
Note: Unlike other states, key provisions of Wyoming law for foreign LLCs are located in the state's Business Corporation Act rather than in the LLC Act.
For Wyoming purposes, if your LLC is formed in another state, then it is known as a foreign LLC in Wyoming. In other words, foreign doesn't mean from another country. Instead, it means your business was organized under the laws of another state. A domestic LLC, on the other hand, is one that is formed in the state where it is doing business. This is common usage throughout the United States. For example, an LLC formed in Indiana is a foreign LLC in Illinois.
According to Wyoming law, you are required to register your foreign company with the state of Wyoming if you are "transacting business" in Wyoming. What does this mean? Well, like most states, Wyoming's business entity laws do not specifically define the phrase "transacting business" in relation to foreign registrations.
However, state laws governing when foreign companies must collect state sales tax in their state provide some guidance on the issue. Under these laws, a business must have a physical presence in—or nexus with—the state in order to be required to collect state sales tax on sales to that state's residents. Generally speaking, physical presence and nexus are synonymous, and mean having:
Certain exceptions may apply and the rules can get more complicated with things like Internet sales. Nevertheless, in general, if you have an office, a store, a warehouse, or employees in another state, you will need to qualify your LLC as a foreign company in that state. For more details, including some possible distinctions between physical presence and nexus, check Nolo's articles on Internet Sales Tax: A 50-State Guide to State Laws.
Like most states, Wyoming's business entity laws specify certain activities that do not constitute transacting business in the state. The items listed include:
For the full, legal description of each of the listed items, check Section 17-16-1501 of the Wyoming Statutes. If your LLC's only activity in Wyoming is one or more of the listed items, you should not need to register with the state.
To register your business in Wyoming, you must file a Foreign Limited Liability Company Application for Certificate of Authority with the Wyoming Secretary of State (SOS). You can download a copy of the application form from the SOS website.
To complete the form, you must provide more or less the same information that you need to create an LLC in your home state. More specifically, for a Wyoming application, you need to provide:
You must include an original certificate of existence or certificate of good standing with your application. The certificate usually will be issued by the Secretary of State (or equivalent office) in the state where your LLC is organized. The certificate must be no more than 60 days old at the time you file your application.
You must also include a signed consent form for your Wyoming registered agent. The blank form is included with the application that you download from the SOS website.
The filing fee is $100.
If your LLC transacts business in Wyoming without authority, it cannot bring a lawsuit in any of the state's courts. In addition, your LLC will be liable for all fees and license taxes it should have paid if registered, plus interest at 18%, a separate $5,000 penalty, and other costs. However, not being registered does not invalidate your LLC's acts (such as contracts) or prevent it from defending a lawsuit in the Wyoming.
If your business is organized as a corporation rather than an LLC, the rules and requirements for foreign qualification in Wyoming are essentially the same. You will, however, have to use a different application form. See the Wyoming Secretary of State website for forms, information, and filing instructions for registering a foreign corporation in Wyoming.