There are a few possible reasons why your LLC may have fallen out of good standing. The most common reasons are failing to file an annual report with the Wyoming Secretary of State office, or a failure to maintain a registered agent for your LLC. In either case, you may find that your LLC status has changed to either “Delinquent”, “Inactive—Administratively Dissolved” or "No Registered Agent".
If your status is simply Delinquent, then you do not need to reinstate your company. You have a 60 day grace period from when the annual report is due to when it must be filed. If it is filed in this time frame, then nothing additional is required. If it is filed later, then you face Administrative Dissolution. There is a $50 fee to reinstate4 in such cases
If you lose your registered agent, then you have 30 days to obtain a new one. Note, agents must send notification of their intent to withdraw with 30 days notice. This means you effectively have 60 days notice to obtain a new agent. If you fail to do so, then there is a $250 fee to reinstate. In such cases, it is cheaper and faster to simply form a new company.
If you opted to formally dissolve the company, then it cannot be reinstated. You must file for a new LLC, but it can use the old company's name if you so desire.
You can check your LLC’s status and receive additional information by contacting the Secretary of State's office or via the website which is always up to date.
Once your LLC has been administratively dissolved, it is possible to reinstate your company at any point for the next two years. Failure to file an annual report allows you to reinstate online. Failing to maintain an agent will require that forms be mailed in. If you wait longer and your LLC has been inactive for over two years, then you cannot simply reinstate. In this case, you must form a completely new entity.
Thankfully, reinstating your LLC is not a very complicated task. It takes only a few steps to complete. To begin the Wyoming reinstatement process, you will first need to go to the Secretary of State reinstatement page found at wyobiz.wy.gov.
The first piece of information you need to enter is the ‘Filing ID’ of the business entity you wish to reinstate. This is the number assigned to your entity when it is first formed. If you misplaced your filing ID, there is a ‘Name Search’ available to search for your entity. Once you successfully enter your Filing ID, you will have access to the Certificate of Reinstatement application.
Complete your reinstatement application being mindful of the following things:
Appoint a Registered Agent: In order to reinstate your LLC, you must appoint a registered agent. The registered agent can be the same one from before the LLC’s dissolution, unless failure to maintain a registered agent was the reason it was dissolved. If appointing a new registered agent, the new appointee will need to fill out a Consent to Appointment form.
File Back Annual Reports: Part of your LLC’s reinstatement process is filing any back annual reports or paying any missed fees that may have led to your company’s dissolution. Also, these reports and fees must cover the entire period of your LLC’s inactivity
Do Not Amend Company Information: Your reinstatement form is not the appropriate form by which to make any changes to your company information. Or, if you need to change your principal business address, then you must file an update with the Secretary of State office. Attempting to make these changes on your reinstatement form will result in issues or delays.
In Wyoming, it is a $50 fee to reinstate your LLC. In the event that your LLC failed to maintain a registered agent and was administratively dissolved, there is an additional fine of $250. Also, include the unpaid taxes from any years your LLC was inactive. A missed annual report will cost the normal filing fee of $50.
Send your application for reinstatement and accompanying fees to:
Wyoming Secretary of State
State Capitol Building, Room 110
Cheyenne, Wy 82002-0020
The reinstatement process generally takes a week if mailed or can be done instantly online. If your LLC has been successfully reinstated, you will receive notice from the Secretary of State by receiving a Certificate of Reinstatement.