What happens if your Wyoming LLC misses its annual report, and how to reinstate it
Wyoming’s own word for it: “Deemed defunct”, articles “forfeited”. Time limit to get back: 2 years. Tax clearance: No.
Checked against the Wyoming Secretary of State, Business Division, September 2026.
- What Wyoming calls it
- “Deemed defunct”, articles “forfeited”
- Tax clearance
- No
- Time limit to get back
- 2 years
How it unfolds in Wyoming
- MissedAnnual report
- Status“Deemed defunct”, articles “forfeited”
- The way backLLC Application for Certificate of Reinstatement
Wyoming Secretary of State, Business Division
What does Wyoming call a company that missed its filings?
The statute says the LLC is “deemed defunct” and has “forfeited its articles of organization” (W.S. 17-29-705, headed “Administrative forfeiture of authority and articles of organization”); before that the SOS may classify it as “delinquent awaiting forfeiture”. The SOS reinstatement form calls it “administratively dissolved under W.S. 17-29-705”. The SOS business search displays statuses such as “Inactive - Administratively Dissolved (Tax)”.
What triggers it in Wyoming?
(1) Failing to pay the annual fee that accompanies the annual report (W.S. 17-29-210/17-29-209) or penalties imposed under W.S. 17-28-109; (2) having no registered agent or registered office in Wyoming, including after an agent resigns and is not replaced; (3) in the SOS’s discretion: a member knowingly signing a false filing, failing to respond to a valid subpoena, or public-interest grounds (e.g. not providing records to the registered agent, fraudulent information, cannot be served, foreign-adversary ownership).
Before it happens
The SOS sends notice by first-class mail or electronically; unless the LLC complies within 60 days of the notice, it is deemed defunct and its articles are forfeited.
How do you reinstate a Wyoming LLC?
Limited Liability Company Application for Certificate of Reinstatement (SOS form, revised Nov 2021), filed through the SOS Reinstatement Online Services or on paper. For a missed annual report: each delinquent annual report and fee plus the reinstatement fee. For no registered agent: the Appointment of New Registered Agent and Office form with consent, the reinstatement fee and the statutory penalty.
Where to file
Wyoming Secretary of State, Business Division, Cheyenne.
Missed filings and fees
Yes, for an annual-report/fee forfeiture: each delinquent annual report and fee must be submitted (W.S. 17-29-705(b) — reinstated ‘by paying the amount of the delinquent fees’).
Is there a deadline to reinstate a Wyoming LLC?
At any time within two years after the forfeiture of its articles of organization.
Not yet confirmed against the Wyoming Secretary of State, Business Division — check with the office.
Do you need tax clearance in Wyoming?
No
No separate tax clearance is mentioned in W.S. 17-29-705 or on the SOS form; the ‘tax’ in Wyoming’s status is the SOS annual license fee, which is paid to the SOS as part of reinstatement.
What happens to the company name meanwhile?
Yes, for an agent-related forfeiture: ‘The limited liability company shall retain its registered name during the two (2) year reinstatement period.’ Subsection (b) (fee forfeiture) does not repeat this sentence.
What changes once it is fixed?
For a fee-based forfeiture, reinstatement relates back to and takes effect as of the date the LLC was deemed defunct, and it resumes business as if it had never been deemed defunct. Subsection (a) (agent forfeiture) says it is ‘revived and reinstated’ but has no express relation-back sentence.
What changes for corporations in Wyoming?
Corporations use the Model Act structure (W.S. 17-16-1420 to 1423): grounds include not delivering annual reports or paying annual license taxes, no registered agent/office, failing to notify the SOS within 30 days of an agent/office change, expiry of duration and similar public-interest grounds; the SOS may first classify a corporation as ‘delinquent awaiting administrative dissolution’; 60 days after notice it is ‘administratively dissolved’. Reinstatement is within two years, may be denied where fraud or illegal operation is suspected, relates back to the dissolution date, and the corporation retains its name during the two-year period.
What should you file first?
There is no separate tax clearance step for a Wyoming LLC, so the filing comes first, with the missed filings and fees described above.
The filing
LLC Application for Certificate of Reinstatement
Where it goes
Wyoming Secretary of State, Business Division, Cheyenne.
What does Wyoming ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (LLC) | At formation | N/A |
| Annual report / license tax | Annual Report | First day of the anniversary month of formation | Delinquent the second day of the following month; administratively dissolved if not filed within 60 days after the due date |
| Change of registered agent (by entity) | Change of an Entity’s Registered Agent and Office (RA-RO ChangeByEntity) | When the agent changes | N/A |
From the same Wyoming record as the Wyoming registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Wyoming deadline in your calendar with the compliance calendar, or see what Wyoming requires of your registered agent.
Which Wyoming laws govern it?
W.S. 17-29-705 (administrative forfeiture and reinstatement); W.S. 17-29-707 (appeal, via W.S. 17-16-1423); annual report and fee W.S. 17-29-209 and 17-29-210.
Sources, checked September 2026:
- Wyoming Legislature— W.S. 17-29-705, 17-29-707
- Wyoming Legislature; Wyoming Secretary of State— W.S. 17-29-705(a), (d); SOS Form LLC-Application for Certificate of Reinstatement
- Wyoming Legislature— W.S. 17-29-705(a)-(c)
- Wyoming Legislature— W.S. 17-29-705(a)-(b)
- Wyoming Secretary of State, Business Division— LLC-Application for Certificate of Reinstatement
- Wyoming Secretary of State— Reinstatement form
- Wyoming Legislature; Wyoming Secretary of State— W.S. 17-29-705; reinstatement form checklist
- Wyoming Legislature; Wyoming Secretary of State— W.S. 17-29-705(b); reinstatement form checklist
- Wyoming Legislature— W.S. 17-29-705(a)
- Wyoming Legislature— W.S. 17-16-1420, 17-16-1421, 17-16-1422
Checked against the Wyoming Secretary of State, Business Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Wyoming
Behind on a Wyoming filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Wyoming Secretary of State, Business Division, and state fees are confirmed with you before anything is filed.