Key Takeaways
- A Wyoming business that has been administratively dissolved can generally apply for reinstatement within two years of the dissolution date if the issues that caused the dissolution are corrected.
- Reinstatement commonly requires filing overdue annual reports, paying outstanding fees, submitting a reinstatement filing, and fixing any registered agent problems connected to the business.
Finding out that your Wyoming LLC or corporation has been administratively dissolved can be a surprise, especially if the business is still operating.
Administrative dissolution does not necessarily mean the end of the company. Wyoming provides a reinstatement process that allows many dissolved businesses to restore their status. In most cases, you have two years from the effective date of administrative dissolution to reinstate the business.
If your company has lost its active status, understanding why it happened and what needs to be corrected can help you get the business back on track.
What is Wyoming business reinstatement?
Wyoming business reinstatement is the process of restoring an LLC, corporation, nonprofit corporation, or other eligible entity after the state has administratively dissolved the business or revoked its authority.
Once reinstatement is approved, Wyoming law generally treats the reinstatement as relating back to the effective date of the administrative dissolution. This helps restore continuity for the entity rather than forcing the business owner to start over with a new company.
Why does Wyoming administratively dissolve businesses?
One of the most common reasons for administrative dissolution is a missed Wyoming annual report.
Most registered Wyoming businesses must file an annual report every year. The due date is generally the first day of the business’s anniversary month. For example, if an LLC was originally formed on May 20, its annual report is generally due May 1 each year.
A business can become subject to administrative dissolution if the annual report and required fee remain unpaid after the deadline.
How long do you have to reinstate a Wyoming business?
Wyoming generally gives an administratively dissolved business two years from the effective dissolution date to complete reinstatement.
| Wyoming reinstatement issue | What to know |
| Reinstatement deadline | Generally within 2 years after administrative dissolution |
| Missed annual report | Delinquent reports and associated fees generally must be brought current |
| Registered agent problem | The registered agent issue must be corrected and additional fees may apply |
| More than 2 years dissolved | Standard reinstatement is generally no longer available |
| Effect of successful reinstatement | Reinstatement generally relates back to the dissolution date |
What happens if you miss the two-year reinstatement deadline?
If the company has been administratively dissolved for more than two years, standard Wyoming reinstatement is generally no longer available.
Once the deadline has passed, the business owner may need to explore other options based on the company’s circumstances. That could involve forming a new entity rather than restoring the original one, but doing so can create questions about the business name, contracts, banking, licenses, tax accounts, and ownership of existing assets.
Because those issues can extend beyond a basic state filing, it is better to address an administrative dissolution while the reinstatement window is still open.
How to reinstate a Wyoming LLC
Reinstating a Wyoming LLC starts with finding out why the company was administratively dissolved. The steps can vary depending on whether the problem was a missed annual report, an unpaid fee, or a registered agent issue.
Step 1: Identify why the LLC was dissolved.
Check the LLC’s current status and determine what caused the administrative dissolution. A missed annual report is one of the most common reasons, but a failure to maintain a Wyoming registered agent can also cause the business to lose its active status.
Step 2: Bring delinquent requirements current.
If the LLC missed one or more annual reports, each delinquent report and the related annual report fee generally must be submitted. Wyoming’s annual report fee is at least $60, although businesses with a larger amount of assets located and employed in Wyoming may owe more.
If the problem involves the registered agent, the LLC will need to appoint a qualifying Wyoming registered agent and complete the additional documents required to correct the issue.
Step 3: Submit the reinstatement filing.
For an LLC dissolved because of missed annual reports, Wyoming currently charges a $100 reinstatement fee in addition to the delinquent annual report fees. If the LLC failed to maintain a registered agent, additional penalties and filing fees may apply.
Step 4: Confirm that the LLC returns to active status.
Once Wyoming accepts the reinstatement, the LLC can return to active status. The reinstatement generally relates back to the administrative dissolution date, helping maintain continuity for the existing entity rather than requiring the owner to start over with a new company.
How to reinstate a Wyoming corporation
The general process for a Wyoming corporation is similar, but the exact requirements depend on what caused the administrative dissolution.
Step 1: Identify the reason for dissolution.
Check whether the corporation lost its status because of a missed annual report, unpaid annual license tax, registered agent issue, or another unresolved problem.
Step 2: Bring delinquent requirements current.
If annual reports are missing, they generally need to be filed and the associated fees paid. If the registered agent is the problem, that issue needs to be corrected as part of restoring the corporation.
Step 3: Submit the reinstatement filing.
The reinstatement filing identifies the corporation and confirms that the reason for administrative dissolution has been corrected. Delinquent annual reports and annual license taxes generally need to be addressed when the dissolution resulted from those failures.
Step 4: Confirm that the corporation has active status.
Once the reinstatement is accepted, the corporation can return to active status. Wyoming generally treats the reinstatement as relating back to the administrative dissolution date, helping preserve continuity for the entity.
What do you need for a Wyoming reinstatement?
Before beginning a Wyoming reinstatement, gather information about both the entity and its outstanding requirements.
- The exact legal name of the Wyoming business and its filing identification information.
- The effective date of administrative dissolution or revocation.
- Details about any missing annual reports and annual report fees.
- Current registered agent information if the previous agent resigned or is no longer valid.
- A current good standing or existence certificate from the home jurisdiction if a foreign entity is required to provide one.
- Information needed to calculate annual license tax if the business has assets located and employed in Wyoming.
The amount of work required depends heavily on how long the business has been dissolved. A company that missed one annual report may have a relatively straightforward reinstatement, while an entity with several outstanding problems may need multiple items corrected before its status can be restored.
How much does it cost to reinstate a Wyoming business?
The total cost of a Wyoming business reinstatement depends on why the company was dissolved and how many outstanding filings need to be corrected.
| Cost | Wyoming state fees |
| Reinstatement filing | $100 |
| Delinquent annual report | At least $60 per outstanding report, potentially more based on Wyoming assets |
| Registered agent failure penalty, if applicable | Additional penalties and filing fees may apply |
| What you handle | State filings, calculations, forms, and submission |
What happens after your Wyoming business is reinstated?
Once reinstatement is approved, the business can return to active status and continue operating under the existing entity rather than starting over with a newly formed company.
Wyoming generally treats a successful reinstatement as relating back to the administrative dissolution date. This helps preserve continuity for the entity.
For federal tax questions connected to a business that has been inactive or had its state status interrupted, the IRS small business resources provide general guidance for businesses and self-employed taxpayers.
You can also review general Wyoming business maintenance information through the Wyoming Secretary of State business resources, but if your goal is to complete the reinstatement itself, you can use US Filing Services rather than navigating the state filing process on your own.
How US Filing Services makes it simple
US Filing Services handles the reinstatement process for you. We review the entity’s status, identify the filings needed to bring the business current, prepare the reinstatement submission, and help get the business back into active status.
There is no need for you to create or manage a Wyoming filing login or spend time working through the state’s reinstatement system yourself. US Filing Services gives you an efficient way to restore your Wyoming business so you can focus on running the company instead of figuring out how to fix its filing status.
Frequently Asked Questions
A Wyoming LLC that has been administratively dissolved generally has two years from the effective dissolution date to apply for reinstatement. Standard reinstatement is generally no longer available after that two-year window expires.
For an LLC dissolved because of missed annual reports, Wyoming generally charges a $100 reinstatement fee, plus each delinquent annual report fee. The annual report fee starts at $60 but can be higher depending on the value of assets located and employed in Wyoming.
A common reason is failure to file the annual report and pay the required annual license tax. A business can also lose its status because it no longer maintains a valid Wyoming registered agent or has other unresolved filing problems.
Standard reinstatement is generally not available after the business has remained administratively dissolved for more than two years. Other options may need to be considered if the reinstatement window has expired.