Wyoming LLC Reinstatement 2026: $100 Fee + $60/yr, 2-Year Limit

The 60-Day Fuse and the Two-Year Door

Wyoming runs on an anniversary-month schedule rather than a statewide date. Your annual report is due the first day of the month in which your LLC was organized, every year. An LLC organized on March 12, 2020 files by March 1 — not March 12, and not some fixed spring deadline shared with every other business in the state. That one-line rule is responsible for a large share of Wyoming lapses, because owners who remember a formation date file eleven days late, and owners who moved from a fixed-date state file in the wrong month entirely.

What follows is unusually compressed. Here is the full sequence for that March LLC:

Two features of that table deserve to be said out loud. There is no monetary late fee anywhere in it. Not $25, not $50, not a per-month accrual. Wyoming did not choose to price lateness; it chose to end it. And there is no notice-and-cure step of the kind North Carolina and Georgia build in, where the state mails a formal warning and gives you a further 60 days. In Wyoming the 60 days is the whole warning, and it runs whether or not anyone told you.

The consequence is a distinctive failure pattern. Because nothing bills you and nothing dunning arrives, Wyoming lapses are almost always discovered by a third party — a lender pulling standing, a processor re-verifying a merchant account, a buyer's counsel in diligence. By then the entity has often been dissolved for a year or more, and a chunk of the two-year window is spent. Our guide to a late Wyoming annual report covers the pre-dissolution stage in detail.

The Forms & Fees to Fix It

1. The reinstatement fee — $100, or $350

The flat reinstatement fee is $100, charged once, no matter how deep into the two years you are. It does not scale, accrue interest or compound. The single thing that changes it is the dissolution ground: if your LLC was dissolved for failure to maintain a registered agent, the fee is $350. That is a $250 difference produced entirely by an agent who resigned, moved out of state or stopped forwarding mail — and it is why the $5 Appointment of New Registered Agent and Office filing is the highest-leverage five dollars a Wyoming owner can spend. Read the ground on your record before you assume which fee applies.

2. Each delinquent annual report — $60 minimum, and nothing on top

You owe the back license tax for every year you missed, at $60 minimum per year — the same figure the report would have cost filed on time. Wyoming attaches no penalty, no interest and no per-month accrual to a delinquent report. That is why the total moves so gently: $160 at one year, $220 at two, and then the window shuts. There is no third year of arithmetic to run, which is a mercy and a warning in the same sentence.

3. The 60-day grace on the reinstatement fee

Wyoming applies a 60-day grace period before the reinstatement fee is assessed. An owner who catches the lapse quickly and files immediately after the dissolution can land on the report alone — $60 rather than $160. This is the cheapest exit on the page and it is available only to people moving fast, which describes almost nobody who finds a page like this one. If your dissolution is recent, stop reading and go file.

4. The registered agent — $5, and fix it now

A Wyoming registered agent must be an individual Wyoming resident aged 18 or older with a physical Wyoming street address — no P.O. boxes, mail-forwarding addresses or virtual offices — or a business entity authorized in Wyoming. You can be your own agent for $0 if you meet those tests; out-of-state owners hire a service because they lack a Wyoming address, not because of a ban. Changing the agent costs $5. Our Wyoming registered agent guide covers the requirements and the DIY-versus-service comparison.

Why the $60 Is a Floor, Not a Price

Wyoming does not charge a flat annual report fee. It charges an annual report license tax of $60 minimum, or $0.0002 per dollar of Wyoming assets, whichever is greater. Most owners never meet the second half of that sentence, and they should still know where it lives — because the figure you owe on a delinquent year is the license tax for that year, not a flat $60 stamped on every line.

The rate works out to two ten-thousandths of the value of assets located and employed in Wyoming. Run it forward from the verified rate:

The $60 floor holds until roughly $300,000 of Wyoming assets, which covers the great majority of the small LLCs the state attracts — consultants, e-commerce sellers, single-property holding companies. Above that line the tax becomes a slope, not a cliff, and a reinstatement covering two delinquent years for an asset-heavy company will be quoted well above the $220 you see in every summary online. If your LLC holds substantial Wyoming property, calculate before you budget. For everything a Wyoming LLC owes annually, see our Wyoming LLC fees breakdown.

Worked Costs: 4 Real Situations

Example 1 — the Jackson short-term rental LLC, three weeks past dissolution. Organized in June, report due June 1, dissolved around July 30. She notices in mid-August when a booking platform re-verifies her business details. Because she is inside the 60-day grace before the reinstatement fee is assessed, she may owe only the $60 report. She files that afternoon. Total exposure: one afternoon and sixty dollars.

Example 2 — the Cheyenne consultancy, one year gone. Anniversary month March, dissolved April 2025, discovered April 2026 when a client's procurement portal demanded a certificate of good standing. One delinquent report. Reinstatement is $100 + $60 = $160, comfortably inside the window, name intact. A new LLC would have cost $100 — and would have left the name locked until 2027 and the good-standing certificate no closer.

Example 3 — the out-of-state owner whose agent quit. A Texas-resident owner used a Wyoming agent service, let the subscription lapse, and the LLC was dissolved for failure to maintain a registered agent. Two delinquent reports. His bill is $350 + $120 = $470, not $220 — the ground, not the elapsed time, is what tripled the fee. He also needs a currently qualifying agent in place before the filing will be accepted, which is a $5 filing plus whatever the service costs.

Example 4 — the holding company at 25 months. Dissolved in early 2024, discovered during diligence on a property sale in 2026. Past two years. There is no reinstatement. W.S. § 17-29-705 gives no relief for the twenty-fifth month, and the Secretary of State confirms Wyoming statutes do not allow reinstatement after two years in an administratively dissolved standing. A new LLC costs $100 — but the old name is now free for anyone, the formation date resets, the asset transfers are their own legal and tax question, and the buyer is looking at a company with a two-year hole in its record.

What Wyoming Requires vs. What FinCEN Separately Requires

This section exists because Wyoming, more than any other state, collects owners who are thinking hard about disclosure. Wyoming does not require member names on the public Articles of Organization, which is why so many holding companies and out-of-state owners form here. That state-level privacy has been repeatedly confused with a federal filing that has nothing to do with it, and the confusion runs both directions: owners who think their annual report satisfies FinCEN, and owners who think a federal exemption means they can stop filing in Cheyenne.

The case that gets it wrong most often: a non-U.S. resident who owns a Wyoming LLC. Wyoming is a common choice for founders outside the United States, many of whom have no SSN or ITIN and reasonably assume that anything with "foreign" in the name applies to them. Under the Corporate Transparency Act framework the distinction is not about who owns the company — it is about where the company was created. An LLC organized by filing Articles of Organization with the Wyoming Secretary of State is a company formed in the United States, regardless of where its members live or hold passports. The "foreign" category in the federal rules describes entities created under the law of another country that then register to do business in a U.S. state, which is a different thing entirely from a Wyoming LLC with an overseas owner.

That distinction changes which side of the 2025 interim rule you land on, so it is worth getting right rather than guessing — and it is exactly the point where an owner should read the current text at fincen.gov instead of a summary. What is not uncertain is the state side: whoever owns it and wherever they live, a Wyoming LLC owes the $60 report on the first of its anniversary month, and is dissolved 60 days after it does not arrive. No federal exemption reaches that.

Foreign LLCs: A Different Filing and a $5,000 Risk

If your company was organized in another state and holds a Wyoming Certificate of Authority rather than Wyoming Articles of Organization, you are on a different track. W.S. § 17-29-705 speaks to reviving a defunct limited liability company's articles of organization; the revocation and re-qualification of a foreign certificate is governed separately. Confirm the correct path with the Secretary of State's Business Division before assuming the $100 reinstatement applies to you — several states, Pennsylvania among them, bar foreign entities from reinstating at all and require a fresh registration instead.

What is settled is the price of re-qualifying: the Foreign Limited Liability Company Application for Certificate of Authority is $150, it is mail-only with no expedited option and up to 15 business days of processing, and it requires an original certificate of existence from your home state dated no more than 60 days before filing plus a Consent to Appointment by Registered Agent. Budget three weeks, not three days.

What a Dissolved Wyoming Entity Actually Costs You

The $160 is the small part. Here is what shows up on the owner's side of the ledger.

You cannot produce a certificate of good standing. Banks opening business accounts, lenders closing loans, payment processors underwriting merchant accounts, landlords executing commercial leases and enterprise clients onboarding vendors all ask for one, and a dissolved entity cannot obtain it. That is where the dissolution actually bites — not as an abstract legal status, but as a document you cannot buy on the morning someone needs it, holding up a transaction that has nothing to do with a $60 filing.

The asset protection you formed here for is now sitting on a dissolved entity. A very large share of Wyoming LLCs exist because of the state's charging-order protection and its 1977-vintage LLC statutes, not because anyone lives in Wyoming. Whether and how a dissolution affects that protection in a given dispute is a question for Wyoming counsel and the facts of your case — but if the entity is the shield, a two-year gap in its standing is not a filing detail. It is the thing you paid for, unattended.

Loan and lease covenants. Commercial credit agreements and leases routinely require the borrower or tenant to maintain good standing in its state of organization. Whether a lapse triggers anything depends entirely on the document you signed, so read yours rather than assuming — but if you have a line of credit or a commercial lease, that language is worth locating before a lender's annual review surfaces the status.

The clock is the asset. In most states a dissolved LLC is a problem you can defer. In Wyoming, deferral has a hard edge at 24 months, and the two years run from a forfeiture date you probably were not watching. Every month spent deciding is a month of a fixed, non-renewable window — which is the strongest argument for filing the $160 the week you find out rather than the quarter you get to it.

Step-by-Step: Filing the Reinstatement

1. Pull your record and read the status first. Search your entity at sos.wyo.gov. If it reads delinquent rather than dissolved, stop — your fix is a $60 annual report, not a reinstatement, and you are inside the 60-day fuse.
2. Find the forfeiture date and count. Two years from that date is your whole window. If you are near the edge, this becomes a same-week filing rather than a project.
3. Identify the dissolution ground before you calculate the fee. A missed annual report is $100. Failure to maintain a registered agent is $350. Guessing wrong means a short payment, and a short payment is an incomplete filing.
4. Count the delinquent reports from the state's record, not from the year you remember stopping, and price each at $60 minimum — more if the asset-based license tax applies to your company.
5. Put a qualifying registered agent in place. Wyoming resident aged 18+ with a physical Wyoming street address, or an authorized entity. No P.O. boxes, mail-forwarding addresses or virtual offices. If yours resigned or moved, file the Appointment of New Registered Agent and Office for $5.
6. File the reinstatement with every delinquent report attached and the full fee stack paid. Reinstating and getting current are one package with the Business Division, not two errands.
7. Confirm the record, then notify. Re-check the status at sos.wyo.gov once processed, pull a fresh certificate of good standing, and send it to whoever was waiting. Banks, processors and procurement portals do not re-run the check on their own.

How Long Reinstatement Takes

Wyoming does not publish a statutory processing deadline for reinstatement the way Pennsylvania does, so treat any specific promise you find online with suspicion — the state does not make one. What the Secretary of State does publish gives you a usable frame: domestic online filings are effectively immediate, mail filings run up to 15 business days, and Wyoming offers no expedited service at any price. That last point matters more here than in most states. If you are close to the two-year edge, there is no fee that moves you to the front of the queue.

Three things reliably push a reinstatement out of "complete" and cost you weeks:

• A short fee. Usually from applying $100 when the ground was the registered agent and the fee is $350, or from undercounting delinquent years.
• No qualifying registered agent. If the agent who lapsed is still the one named on the filing, the application is asking the state to reinstate into the same defect that caused the dissolution.
• An asset-based license tax that was calculated at the $60 floor. If your Wyoming assets exceed roughly $300,000, the delinquent-year figures are higher than the summaries suggest.

Plan on a mail filing taking three weeks door to door and work backward from your forfeiture-plus-two-years date. If that arithmetic is tight, file online where the option exists and confirm receipt rather than assuming it.

What Reinstatement Does Not Fix

Reinstatement restores the entity with the Wyoming Secretary of State. It settles nothing else — though in Wyoming the list of "everything else" at the state level is refreshingly short.

Wyoming taxes: there are none to clear. Wyoming imposes no state income tax, corporate or personal, and no franchise tax. The $60 minimum license tax is effectively the entire state-level cost of keeping an LLC alive, which is why reinstatement here is not gated behind a revenue-department clearance certificate the way it is in Texas or Tennessee. That is a real advantage, and it is also why the annual report is so easy to forget: nothing else ever bills you.

Everything outside Wyoming. Your federal return and EIN obligations continue regardless of entity status. Members pay income tax where they live, and that state forms its own view of a company whose home-state registration lapsed. If your LLC transacts business elsewhere, that state's foreign registration and annual filings run on their own calendar and are untouched by anything filed in Cheyenne.

The report itself, going forward. Reinstatement clears the past. Your $60 license tax still comes due on the first day of your anniversary month next year, with the same 60-day fuse behind it. Put the first of that month — not the formation date — in a calendar with a two-week warning. For every Wyoming filing and deadline in one place, see our Wyoming annual report guide or the Wyoming LLC compliance hub.