1. What Qualifies as Transacting Business?
2. What Doesn't Constitute Transacting Business?
3. Certificate of Authority
4. What Happens if You Fail to Register Your Business?

Wyoming foreign corporation registration is for corporations that were formed in another state and are now registering to do business in Wyoming as well. Foreign companies wishing to do business in Wyoming will file their registration with the Secretary of State. The law requires you to register your foreign business if you plan to “transact business” in the state.

What Qualifies as Transacting Business?

Wyoming, like many other states, has not defined “transacting business” in its business entity laws regarding foreign registrations. The state does offer some clarity in the laws that deal with the circumstances in which foreign companies must collect state sales tax. Under these laws, the business has to have a physical presence (or nexus) in the state before it is subject to the requirement to collect sales tax on any sales to that particular state's residents.

In general, physical presence and nexus can be used interchangeably and are defined as having:

  • A store in the state.
  • An office in the state.
  • A warehouse in the state.
  • A sales representative in the state.

It can get complicated, especially when you factor in situations like internet sales. However, if you have one of the aforementioned items, you will need to register your business in Wyoming as a foreign company.

What Doesn't Constitute Transacting Business?

A number of items are not deemed as transacting business in Wyoming, including:

  • Having a bank account.
  • Settling or defending a lawsuit.
  • Selling products through an independent contractor.
  • Collecting or securing debts.
  • Owing real or personal property.
  • Handling internal business affairs like holding a manager or member meeting.
  • Acquiring mortgages or security interests in personal or real property.
  • Obtaining or soliciting orders that require acceptance outside of Wyoming before they become a contract.
  • Having an agency, office, or persons in Wyoming for handling your company's own securities.
  • An isolated transaction that is finalized within 30 days, and there is not a pattern of similar, repeated transactions.

Certificate of Authority

To register to do business in Wyoming, you'll need to file a Certificate of Authority, which can be downloaded from the Secretary of State's website. If you are filing for a foreign LLC registration, you'll provide a lot of the same information that was used when you created the LLC in your home state:

  • Your LLC name as registered in the state where it was organized; must include LLC or Limited Liability Company.
  • Date on which you were originally organized.
  • Mailing address of LLC.
  • Street address for principal registered agent.
  • Registered agent's name and street address in Wyoming.
  • Duration of your LLC.
  • Authorized signature and their contact info.

You also need to include a statement that includes language that your LLC will accept Wyoming's constitution in compliance with Article 10, Section 5 on the date you have begun or will begin conducting business in Wyoming.

The Wyoming Secretary of State also requires that you include a Certificate of Existence from the state where the corporation was originally organized. It may go by a different name depending on the state, like Certificate of Good Standing or Certificate of Status. It doesn't matter what the official name is, as long as it's the document that verifies your corporation was formed, and remains active, in that particular state. Many states provide this document online for a cost of anywhere between $0 and $50.

The certificate must be an original, and the name must be an exact match to what was included on the Certificate of Authority. The Secretary of State in that state will be the one who issues the form. It cannot be older than 60 days when you go to file your application. Be sure to include a signed consent form for your Wyoming registered agent and the filing fee of $100 if you are a for-profit corporation.

What Happens if You Fail to Register Your Business?

If you transact business in Wyoming without being properly registered, you will not have the authority to bring a lawsuit in any Wyoming state court. You can also be held liable for all fees and license taxes owed as if you had registered, plus 18 percent interest. There will also be a separate $5,000 penalty and other added costs. If you fail to register in Wyoming, it does not invalidate your company's acts, like formation of new contracts, or prevent you from defending a lawsuit in the state.

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