Wyoming LLC Annual Report
---|---------| | Report Name | Annual Report | | Filing Frequency | Annual | | Filing Fee | $60.00 (or $0.0002 per dollar of Wyoming assets, whichever is greater) | | Due Date | On or before the first day of your LLC's anniversary month | | First Report Due | On or before the first day of the anniversary month after formation or qualification | | Online Filing | Available at https://wyobiz.wyo.gov/Business/Default.aspx | | Late Penalty | No separate late fee, but administrative dissolution occurs 60 days after due date if unpaid | | Reinstatement Fee | $100.00 (plus delinquent reports and taxes) | | Statute | Wyo. Stat. §§ 17-29-209, 17-29-210 |
Frequently Asked Questions
When is my Wyoming LLC's annual report due?
Your annual report is due on or before the first day of the month in which your LLC was originally formed or qualified to do business in Wyoming. Under Wyo. Stat. § 17-29-209(a), the deadline is tied to the formation month, not the specific day of formation. If you formed your LLC on March 15, 2024, your first annual report is due by March 1, 2025, and then by March 1 each year after that.
What information must I include in the annual report?
You must certify under penalty of perjury (signed by your treasurer or other fiscal agent) the following under Wyo. Stat. § 17-29-209(a): your LLC's capital, property, and assets located and employed in Wyoming; your principal office address; and the current date of execution. Financial information must be current as of the end of your fiscal year immediately preceding the report date. All other information must be current as of the date you execute the report.
What happens if I miss the deadline?
If your annual report and license tax remain unpaid, the Wyoming Secretary of State can deem the LLC defunct under the administrative-forfeiture rules in Wyo. Stat. § 17-29-705(b) after the required notice period. To reinstate, you must file all delinquent annual reports, pay all delinquent license taxes, and complete the reinstatement steps within two years. Wyoming's current filing guidance also applies a $100 reinstatement fee.
How much does the annual report cost?
The filing fee is $60.00, or $0.0002 per dollar of Wyoming assets, whichever is greater, according to Wyo. Stat. § 17-29-209(a). You pay this license tax in addition to all other statutory taxes and fees. If your LLC has Wyoming assets totaling $500,000, your license tax would be $100 (0.0002 × $500,000), which exceeds the $60 minimum.
Can I file my annual report online?
Yes. The Wyoming Secretary of State offers online filing through WyoBiz at https://wyobiz.wyo.gov/Business/Default.aspx. You can also file by mail or in person at the Secretary of State's office in Cheyenne. Online filing is the fastest method to meet your deadline and provides immediate confirmation.
What happens if I file late?
Wyoming imposes no separate late fee under Wyo. Stat. § 17-29-209(a), but the consequences are severe. If your annual report and license tax remain unpaid 60 days after the due date, your LLC is subject to automatic administrative dissolution. Once dissolved, your LLC loses its legal authority to operate in Wyoming and cannot conduct business, enter contracts, or sue in Wyoming courts.
Can I reinstate my LLC after administrative dissolution?
Yes, but you must act within two years of dissolution. Reinstatement requires you to file each delinquent annual report, pay each delinquent annual report license tax, and pay the current $100.00 reinstatement fee. After two years, reinstatement is no longer available.
Do I report Wyoming assets only, or all assets?
You report only capital, property, and assets located and employed in Wyoming under Wyo. Stat. § 17-29-209(a). If your LLC operates in multiple states, exclude assets used outside Wyoming. If your LLC carries goods, passengers, or information interstate, you report only the portion of capital and assets used in intrastate Wyoming business.
Does Wyoming have income tax or franchise tax on LLCs?
No. Wyoming imposes no state income tax, no franchise tax, and no gross receipts tax on LLCs. However, you are subject to a 4% mandatory statewide sales tax (plus local option taxes that typically range from 4% to 8% depending on location). For federal tax purposes, a single-member LLC is taxed as a disregarded entity (Schedule C), and a multi-member LLC is taxed as a partnership (Form 1065), unless you elect S-corp or C-corp treatment.
What records must I keep to support my annual report?
You must preserve suitable records and books for three years at your principal place of business under Wyo. Stat. § 17-29-209(e) to document your capital, property, and assets reported on the annual report. These records must be available for examination by the Wyoming Secretary of State during regular business hours or by mutual arrangement.
Do foreign LLCs operating in Wyoming need to file an annual report?
Yes. Under Wyo. Stat. § 17-29-209(a), every foreign limited liability company which obtains a certificate of authority to transact and carry on business within this state must file the same annual report with the same deadline and fee as domestic LLCs. If you qualified your out-of-state LLC to do business in Wyoming, treat it the same as a Wyoming-formed LLC for annual reporting.
What Information Must You Report?
Wyoming requires your annual report to include specific financial and operational information certified under penalty of perjury. Your treasurer or other fiscal agent must sign the report under Wyo. Stat. § 17-29-209(a).
Required Financial Information
You must report your LLC's capital, property, and assets located and employed in Wyoming. This figure determines your license tax: you pay either $60.00 or $0.0002 per dollar of reported assets, whichever is greater. For example, if your Wyoming assets total $500,000, your license tax would be $100 (0.0002 × $500,000), which exceeds the $60 minimum.
Financial information must be current as of the end of your LLC's fiscal year immediately preceding the report date under Wyo. Stat. § 17-29-209(c). If your fiscal year ends December 31, 2025, and you file your report in April 2026, you report December 31, 2025 financial data.
Required Operational Information
You must provide your LLC's principal office address under Wyo. Stat. § 17-29-209(a). All non-financial information must be current as of the date you execute (sign) the report. The Wyoming Secretary of State may request corrections if your report is incomplete or inaccurate under Wyo. Stat. § 17-29-209(d).
Special Asset Valuations
If your LLC is engaged in interstate commerce (carrying goods, passengers, or information across state lines), you only report capital, property, and assets used in intrastate Wyoming business under Wyo. Stat. § 17-29-209(a). If your LLC owns mines or mining claims producing precious metals, coal, or mineral oil, the assessed value equals the gross product value from the previous year, not the property's market value.
Record-Keeping Requirements
You must preserve suitable records and books at your principal place of business for three years under Wyo. Stat. § 17-29-209(e) that document your capital, property, and assets in Wyoming. These records must be available for examination by the Secretary of State during regular business hours or by mutual arrangement.
How to File Your Annual Report
Wyoming offers online filing through the Secretary of State's business portal, making the process straightforward and accessible from anywhere.
Online Filing Process
Visit https://wyobiz.wyo.gov/Business/Default.aspx to file your annual report electronically. The online system guides you through entering your LLC's capital, property, assets, and principal office address. You'll pay the $60 license tax (or higher amount if your assets exceed $300,000) during the filing process using a credit or debit card.
Mailing and In-Person Filing
If you prefer to file by mail or in person, submit your annual report to:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Mail filing takes longer than online submission, so allow extra time to meet your deadline.
Filing Authority Contact Information
If you have questions about filing, contact the Wyoming Secretary of State:
- Phone: (307) 777-7311
- Address: Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020
- Website: https://sos.wyo.gov/
- Business Search: https://wyobiz.wyo.gov/Business/FilingSearch.aspx
Who Must Sign the Report
Your treasurer or other fiscal agent must execute the report under penalty of perjury under Wyo. Stat. § 17-29-209(a). This person certifies that the information is accurate and complete. If you lack a designated treasurer, any member or manager authorized to handle fiscal matters may sign.
Correcting an Incomplete Annual Report
If your annual report does not contain the required information, the Wyoming Secretary of State will promptly notify you in writing and return the report for correction under Wyo. Stat. § 17-29-209(d). Resubmit the corrected report before the 60-day grace period expires to avoid administrative dissolution.
Annual Report Deadlines and Timing
Your annual report deadline is tied to your LLC's formation or qualification anniversary, not the calendar year. Missing this deadline triggers a 60-day grace period before administrative dissolution.
Your Specific Due Date
The report is due on or before the first day of the anniversary month of your LLC's formation or qualification under Wyo. Stat. § 17-29-209(a). If you formed your LLC on June 20, 2024, your annual reports are due by June 1 each year thereafter. If you formed it on January 5, 2024, reports are due by January 1 each year.
First Report Timeline
Your first annual report is due on or before the first day of the anniversary month after formation or qualification under Wyo. Stat. § 17-29-209(a). If you formed your LLC in March 2024, your first report is due by March 1, 2025. This applies whether you formed a domestic Wyoming LLC or qualified a foreign LLC to do business in Wyoming.
Grace Period and Dissolution Risk
If your report is not filed and paid on time, the Secretary of State may send notice and then deem the LLC defunct if the delinquency is not cured within 60 days under Wyo. Stat. § 17-29-705(b). During that period, your LLC risks losing good standing and its authority to do business.
Reinstatement Deadline
You have two years from the defunct date to reinstate your LLC. Reinstatement requires filing all delinquent annual reports, paying all delinquent license taxes, and paying the current $100 reinstatement fee.
Late Penalties and Consequences of Non-Filing
Wyoming imposes no separate late fee for missed annual reports, but the consequences are severe: administrative dissolution and loss of business authority.
No Separate Late Fee
Unlike some states, Wyoming does not charge an additional penalty fee for filing your annual report late under Wyo. Stat. § 17-29-209(a). However, this does not mean you can ignore the deadline—the consequences are far more serious than a monetary penalty.
Administrative Dissolution After 60 Days
If your annual report and license tax remain unpaid after notice and the 60-day cure period, the Wyoming Secretary of State can deem your LLC defunct under Wyo. Stat. § 17-29-705(b). Once defunct, your LLC cannot rely on its good standing and should not continue ordinary operations as if nothing happened.
Business Impact of Dissolution
Administrative dissolution means your LLC loses its legal authority to operate in Wyoming. Members and managers may face personal liability for obligations incurred while operating a dissolved LLC. Creditors may pursue claims against the LLC and potentially against members, depending on your operating agreement and Wyoming law.
Reinstatement Process and Costs
To reinstate after becoming defunct for unpaid annual-report obligations, you must:
- File each delinquent annual report
- Pay each delinquent annual report license tax
- Pay a $100.00 reinstatement fee
All reinstatement actions must occur within two years of the defunct date. Once reinstated, your LLC's authority relates back under Wyoming's reinstatement rules if you complete the process within that two-year window.
After Two Years: Reapplication Required
If more than two years pass after dissolution without reinstatement, you cannot simply reinstate. Instead, you must reapply for formation (if domestic) or qualification (if foreign) as a new LLC. This is more expensive and time-consuming than reinstatement.
Wyoming Tax Considerations for LLCs
Wyoming's tax environment is favorable for LLCs, with no state income tax, franchise tax, or gross receipts tax. However, you must understand sales tax obligations and federal tax elections.
No State Income Tax
Wyoming imposes no state income tax on LLC members. This applies to single-member LLCs (taxed as sole proprietorships federally) and multi-member LLCs (taxed as partnerships federally). Your LLC's profits pass through to members' personal tax returns without additional Wyoming state tax.
No Franchise or Gross Receipts Tax
Wyoming does not impose a franchise tax or gross receipts tax on LLCs. Your only recurring Wyoming tax obligation is the annual license tax ($60 minimum or $0.0002 per dollar of assets) paid with your annual report under Wyo. Stat. § 17-29-209(a).
Sales Tax Registration
If your LLC sells tangible goods or certain services in Wyoming, you must register for sales tax. Wyoming imposes a mandatory statewide 4% sales tax, with local option taxes that typically produce combined rates between 4% and 8% depending on where the customer takes possession. Register at https://excise-tax-div.wyo.gov/general-administrative/excise-tax-faqs.
Federal Tax Elections
By default, single-member LLCs are disregarded entities (taxed on Schedule C), and multi-member LLCs are taxed as partnerships (Form 1065). You can elect to be taxed as an S-corporation or C-corporation by filing Form 2553 or Form 8832 with the IRS. Self-employment tax applies to LLC members unless you elect corporate taxation.
Estimated Tax Deadlines
If your LLC expects to owe federal income tax, make estimated quarterly payments by April 15, June 15, September 15, and January 15. Contact the Wyoming Department of Revenue at https://revenue.wyo.gov/ for guidance on Wyoming-specific tax obligations.
Record Retention for Tax Purposes
You must preserve suitable records and books at your principal place of business for three years under Wyo. Stat. § 17-29-209(e) to document your capital, property, and assets reported on the annual report. These records support your license tax calculation and are available for examination by the Wyoming Secretary of State.
Conclusion
Your Wyoming LLC's annual report is a straightforward but critical filing. Due on or before the first day of your formation anniversary month, the report requires you to certify your capital, property, assets in Wyoming, and principal office address under Wyo. Stat. § 17-29-209(a). The $60 license tax (or higher if assets exceed $300,000) is due simultaneously.
Filing online through https://wyobiz.wyo.gov/Business/Default.aspx takes minutes and ensures timely compliance. Missing the deadline triggers a 60-day grace period before administrative dissolution under Wyo. Stat. § 17-29-209(a), which terminates your LLC's