How to Reinstate a Defunct LLC in Wyoming

How to reinstate a Wyoming LLC

1. Check the entity’s current status first. Search your LLC on the Wyoming SOS business database and read the exact status word the state shows. That word decides which filing you need, and filing the wrong one is a rejected filing and a lost fee.
2. Confirm you are still inside the deadline. W.S. 17-29-705(a) and (b) each independently allow a defunct LLC to be revived and reinstated at any time within two years after the forfeiture of its articles of organization. The Secretary of State states plainly that Wyoming statutes do not allow reinstatement after two years in that standing. The clock runs from the forfeiture date rather than from the missed due date, so the practical outside limit is roughly two years and 60 days past the anniversary month.
3. Fix the thing that caused it. The two grounds cost different amounts and they compose differently. Annual report ground: $100 reinstatement plus every delinquent annual report with its license tax. The license tax is the greater of $60 or two-tenths of one mill on Wyoming-sited capital, property and assets under W.S. 17-29-209, so the cost scales with the number of missed years and with Wyoming asset value, not with elapsed time. There is no per-report late penalty in the LLC statute. Registered agent ground: $100 reinstatement plus a $250 penalty set by W.S. 17-29-705(a) itself, which is the $350 on the fee schedule, plus a separate $5 fee for the Appointment of New Registered Agent and Office. The $5 sits outside the $350, so the real minimum is $355. Add any delinquent annual reports if the LLC is behind on those as well, and any outstanding civil penalties under W.S. 17-28-109, which run up to $500 per violation. The application is not accepted until the underlying default is cleared.
4. File Form LLC-CertificateReinstatement, revised November 2021 for the Forfeiture for the unpaid annual report license tax. The filing fee is $100. It is filed through Online at wyobiz.wyo.gov if the forfeiture was for annual reports within the past two years and no other delinquency exists, in which case the LLC is active immediately.
5. File Form LLC-CertificateReinstatement, revised November 2021 for the Forfeiture for having no registered agent. The filing fee is $350. It is filed through Paper in practice, because the appointment of a new registered agent and that agent's consent have to accompany the reinstatement. There is no online option for this filing.
6. Check that your name is still available. W.S. 17-29-705(a) provides that the LLC retains its registered name during the two-year reinstatement period under this section. The phrase is under this section rather than under this subsection, so the hold covers every forfeiture ground and not only the registered agent ground.
7. Verify it on the state record, not in your inbox. Search the entity again on the Wyoming SOS business database and confirm the status has changed. A confirmation email is not the record. While you are there, check that the address and the agent on file are ones you actually monitor, because that is where the next notice goes.

Two separate regimes, and you have to know which one you are in

What else you have to pay

The two grounds cost different amounts and they compose differently. Annual report ground: $100 reinstatement plus every delinquent annual report with its license tax. The license tax is the greater of $60 or two-tenths of one mill on Wyoming-sited capital, property and assets under W.S. 17-29-209, so the cost scales with the number of missed years and with Wyoming asset value, not with elapsed time. There is no per-report late penalty in the LLC statute. Registered agent ground: $100 reinstatement plus a $250 penalty set by W.S. 17-29-705(a) itself, which is the $350 on the fee schedule, plus a separate $5 fee for the Appointment of New Registered Agent and Office. The $5 sits outside the $350, so the real minimum is $355. Add any delinquent annual reports if the LLC is behind on those as well, and any outstanding civil penalties under W.S. 17-28-109, which run up to $500 per violation.

What the LLC can and cannot do while it is defunct

• The LLC is deemed to be transacting business in Wyoming without authority and to have forfeited any franchises, rights or privileges it acquired under Wyoming law.
• It can still be sued, and the service path changes. Service is on the registered agent under W.S. 17-28-104(a), but where there is no agent or the agent cannot be served with reasonable diligence, W.S. 17-28-104(b) allows service by registered or certified mail to the principal office, effective on the earliest of receipt, a signed return receipt, or five days after proper mailing.
• The Secretary of State stops catching the mail. W.S. 17-28-103(e) makes the Secretary of State the service conduit after an agent resigns without a successor, but only until a new appointment is made or until the entity is administratively dissolved or revoked. Once forfeiture lands, service reverts to certified mail at the principal office.
• The winding-up protections may not attach. W.S. 17-29-701(a) lists five events that cause dissolution and administrative forfeiture is not among them, so the W.S. 17-29-702 machinery, under which a company continues in existence to wind up and may prosecute and defend actions, is not plainly available to a forfeited LLC.

Does fixing it undo the gap?

Yes, with limits. This is the point that matters most for a forfeited LLC, and it is not stated on the commercial filing sites. W.S. 17-29-705(b) provides that a reinstatement after forfeiture for the unpaid license tax relates back to the effective date the LLC was deemed defunct, and the LLC resumes business as if it had never been defunct. Subsection (a), the registered agent ground, contains no such sentence. It grants revival and reinstatement and preserves the name, and says nothing about retroactivity. Subsection (e) applies the (a) provisions and inherits the same silence, and the subsection (c) grounds also route through the (a) mechanics. So an LLC forfeited for losing its registered agent may reinstate with no statutory assurance that the gap in its existence is erased. No primary source establishes what happens to acts taken during the gap in that case.

Can someone take your LLC name?

W.S. 17-29-705(a) provides that the LLC retains its registered name during the two-year reinstatement period under this section. The phrase is under this section rather than under this subsection, so the hold covers every forfeiture ground and not only the registered agent ground.