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What happens when a Wyoming LLC misses its annual report, and how it reinstates

The Wyoming Secretary of State says an LLC is delinquent on the second day of the month after its annual report due date and is administratively dissolved if the report is not filed within 60 days. Its fee schedule lists LLC reinstatement for tax at $100.00, and it says Wyoming statutes do not allow reinstatement after two years.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

When a Wyoming LLC is due to file

The Secretary of State says annual reports for corporations, LLCs, LPs, RLLPs and statutory foundations are due on the first day of the anniversary month of formation. Its example: if the initial filing date is May 15, the annual report is due May 1 of each year. W.S. 17-29-209 says the same thing in statute, requiring the report on or before the first day of the month of organization every year.

The Secretary of State FAQ adds that a report may be filed up to one hundred twenty (120) days before its due date, and that courtesy email reminders go out sixty (60), thirty (30) and ten (10) days before the due date.

What the annual report costs

Section 17-29-209 sets the license fee at "sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater," based on the company's capital, property and assets located and employed in Wyoming. The Secretary of State gives two examples: an entity with $300,000 or less in assets pays $60, and one with $1,210,000 pays $242.

The Secretary of State also says online filing adds a payment card processing fee of 2.4% (minimum $1) of the filing fee, and that e-filing is not permitted if the annual report fee is greater than $500.

Delinquent, then dissolved

The Secretary of State FAQ answers the question directly: the entity will be deemed delinquent on the second day of the month following its due date, and if the annual report is not filed within sixty (60) days following the due date, the entity will be administratively dissolved.

The statute is worded differently. Section 17-29-705(b) covers an LLC that has failed to pay the fee required by W.S. 17-29-210. The secretary of state gives notice, and unless the company complies within sixty (60) days of the date of notice, it is "deemed defunct" and to have forfeited its articles of organization. Section 17-29-705(d) lets the secretary classify the company as "delinquent awaiting forfeiture" when the notice goes out. The sources quoted here do not reconcile the two counts of sixty days, so check the notice date on the Secretary of State record for your company.

What defunct status means

Under W.S. 17-29-705(b), a company that has failed to pay its annual fee is deemed to be transacting business in Wyoming without authority and to have forfeited the franchises, rights or privileges it acquired under Wyoming law. Neither source describes day-to-day limits on a dissolved LLC beyond that forfeiture language, and this guide does not go further than the statute does.

The two-year reinstatement window

The Secretary of State FAQ says an entity dissolved or revoked for failure to file annual reports within the past two (2) years, and which has no other delinquencies, may file a reinstatement online or generate reinstatement forms for mail-in processing. Entities with multiple delinquencies are given the appropriate filing form for mail-in processing. The same answer says Wyoming statutes do not allow reinstatement after two (2) years in an administratively dissolved standing.

Section 17-29-705(b) matches: a defunct LLC may "at any time within two (2) years after the forfeiture" be revived and reinstated by paying the amount of the delinquent fees. Section 17-28-110 puts the same two-year limit on applying for reinstatement, and lets the secretary of state deny it if the entity has been the subject of a fraud or law enforcement investigation or there is other reason to believe it was engaged in illegal operations. Decisions can be appealed as provided in W.S. 17-16-1423 (W.S. 17-29-707).

What reinstatement costs

The Secretary of State Business Division filing fee schedule, effective July 1, 2026, lists these lines for limited liability companies: "Reinstatement for Tax" at $100.00 and "Reinstatement for No Registered Agent" at $350.00. The schedule's note says the annual report license tax is $60 or two-tenths of one mill, whichever is greater.

Section 17-29-705(b) says an LLC reinstated after a missed fee is revived "by paying the amount of the delinquent fees." The sources do not spell out how the license tax for each missed year is added to the reinstatement fee, so the online reinstatement shows the total at filing. Online reinstatement starts at wyobiz.wyo.gov using the entity Filing ID.

The effect of reinstatement

Section 17-29-705(b) says that when reinstatement is effective, it relates back to and takes effect as of the effective date the company was deemed defunct, and the company "resumes carrying on its business as if it had never been deemed defunct." Section 17-28-110 says the same for administrative dissolution or revocation, adding that the secretary of state prepares a certificate of reinstatement once it determines the entity is in compliance.

For the registered-agent ground, section 17-29-705(a) says the company keeps its registered name during the two (2) year reinstatement period.

Registered agent lapses

A registered agent problem is its own ground. Section 17-29-705(a) says an LLC whose agent has resigned without replacement, or that is without a registered agent or registered office for any reason, is notified by the secretary of state and has sixty (60) days to comply before it is deemed defunct. Reinstatement then requires a reinstatement fee set by the secretary of state plus a $250.00 penalty. The fee schedule's $350.00 line for reinstatement with no registered agent equals the $100.00 reinstatement line plus that penalty.

Section 17-28-103 says that when an agent resigns with no successor, the secretary of state classifies the entity as delinquent awaiting administrative dissolution, and that a commercial registered agent failing to renew its registration counts as a resignation for this purpose. Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc. The main site's Wyoming annual report page covers the routine filing and its due date.

On vermilionvitez.com: Wyoming LLC annual report: due the first day of your formation month, $60 minimum license tax

Official sources

FAQ

When is a Wyoming LLC administratively dissolved for a missed annual report?

The Secretary of State says the entity is deemed delinquent on the second day of the month following its due date, and is administratively dissolved if the annual report is not filed within sixty (60) days following the due date. W.S. 17-29-705(b) counts sixty days from the secretary of state's notice.

What does it cost to reinstate a Wyoming LLC?

The fee schedule effective July 1, 2026 lists "Reinstatement for Tax" for an LLC at $100.00 and "Reinstatement for No Registered Agent" at $350.00. W.S. 17-29-705(b) also requires paying the delinquent fees.

How long does a Wyoming LLC have to reinstate?

Two years. The Secretary of State says Wyoming statutes do not allow reinstatement after two (2) years in an administratively dissolved standing, and W.S. 17-29-705 and 17-28-110 use the same two-year window.

Does reinstatement erase the gap?

W.S. 17-29-705(b) says reinstatement relates back to the date the company was deemed defunct, and the company resumes business as if it had never been deemed defunct.

Can losing a registered agent get a Wyoming LLC dissolved?

Yes. W.S. 17-29-705(a) makes it a ground for forfeiture of the articles of organization after sixty (60) days of notice, and W.S. 17-28-103 has the secretary of state classify the entity as delinquent awaiting administrative dissolution when an agent resigns with no successor.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.