The Certificate of Authority, printed as the Foreign Limited Liability Company Application for Certificate of Authority, is the Wyoming Secretary of State form that a limited liability company (LLC) organized in another state or country uses to apply for authority to transact business in Wyoming. The application cites W.S. 17-16-1533 and must be accompanied by an original certificate of existence/good standing from the home state or country. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form itself is published by the Wyoming Secretary of State, and filing follows the agency's mailing instructions.
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What is FLLC-CertificateAuthority?
The Certificate of Authority, titled Foreign Limited Liability Company Application for Certificate of Authority, is the Wyoming Secretary of State form by which a limited liability company (LLC) organized outside Wyoming applies, under W.S. 17-16-1533, for authority to transact business in the state.
Completing it asks the Secretary of State to authorize the foreign LLC to do business in Wyoming. The application records the company's name as organized, the state or country of organization, its date of organization, its period of duration, its mailing and principal office addresses, its Wyoming registered agent, and the date it began or will begin doing business in Wyoming. By signing, the company accepts the Wyoming constitution as required by Article 10, Section 5 of the Wyoming Constitution.
The PDF has three parts: the Limited Liability Company Instructions page (revised May 2022), the application itself (FLLC-CertificateAuthority, revised June 2021) and a Consent to Appointment by Registered Agent page (RAConsent, revised December 2021) that the registered agent signs.
The form is for foreign LLCs only. If the company's name is not available in Wyoming, a separate Use of Fictitious Name form is required with the application. For sales and use tax, workers' compensation or unemployment insurance, and tax ID information, the instructions point to the Wyoming Department of Revenue, the Department of Workforce Services and the IRS.
Who needs to file FLLC-CertificateAuthority?
A limited liability company organized under the laws of another state or country that wants to transact business in Wyoming files this application. Line 2 asks for the state or country of organization, and the form is titled for a foreign LLC.
- The company's authorized signer. The certification on line 10 may be signed by a member, a manager or another authorized individual as set forth in the operating agreement.
- The registered agent. Each application includes a Consent to Appointment by Registered Agent, which the registered agent must sign. The agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming, with a physical address in Wyoming.
- Companies whose name is unavailable. If the out-of-state business name cannot be used in Wyoming, a Use of Fictitious Name form must go with the application.
The instructions warn that an LLC doing business in Wyoming without authority is subject to back taxes and penalties under W.S. 17-16-1502(d). The LLC's name must include "Limited Liability Company" or an accepted abbreviation such as "LLC" or "L.L.C."
When to file FLLC-CertificateAuthority
File the application before the LLC begins transacting business in Wyoming. Line 9 asks for the date the company began doing business in Wyoming or the date it will begin, and the form warns that doing business without authority brings back taxes and penalties under W.S. 17-16-1502(d). The form prints no other deadline.
Timing rule for the attachment: the original certificate of existence/good standing must be dated not more than sixty (60) days before the filing in Wyoming.
Processing time is up to 15 business days after the Secretary of State receives the filing. Wyoming statutes do not allow expedited filing at this time, and filings are processed in the order received; the current processing date is shown at http://wyobiz.wyo.gov.
After approval, the instructions note that annual reports are due every year on the first day of the anniversary month of formation. An entity that has not paid within 60 days of the due date is subject to dissolution.
Documents you need
- Original certificate of existence/good standing, dated not more than sixty (60) days before filing in Wyoming and authenticated by the Secretary of State or official holding corporate records in the state or country of formation.
- Consent to Appointment by Registered Agent (RAConsent), signed and dated by the registered agent and listing an email address; it is the last page of the PDF.
- Use of Fictitious Name form, only if the out-of-state business name is not available for use in Wyoming.
- Registered Agent Information Update form, only if the registered agent is an existing agent whose address on record does not match the address given on the consent page.
- Check or money order payable to Wyoming Secretary of State for the filing fee that applies; ask the agency for the current amount.
How to fill out FLLC-CertificateAuthority
Enter the LLC name as organized
On line 1, write the name exactly as the company is organized. It must include "Limited Liability Company" or an accepted abbreviation such as "LLC" or "L.L.C."
State where and when it was organized
On line 2, enter the state or country of organization. On line 3, enter the date of organization as mm/dd/yyyy; it must match the date on the certificate of existence.
Give the period of duration
On line 4, enter how long the LLC intends to exist, not how long it has existed. The most common term is "perpetual."
Enter mailing and principal office addresses
Write the company's mailing address on line 5 and its principal office address on line 6.
Identify the Wyoming registered agent
On line 7, enter the agent's name and physical Wyoming address, including any suite number. A Drop Box is not acceptable; list a PO Box only in addition to the physical address.
Read the constitution acceptance
Line 8 states that the LLC accepts the Wyoming constitution under Article 10, Section 5. There is nothing to enter; the signature completes it.
Enter the Wyoming business start date
On line 9, enter the date the LLC began or will begin doing business in Wyoming, as mm/dd/yyyy.
Check the certification and sign
On line 10, check the box consenting to electronic service of process at the required email address. A member, manager or other authorized individual signs and dates it as mm/dd/yyyy.
Complete the contact person block
Enter the contact person's printed name, title, daytime phone number and email. An email address is required; it receives reminders, notices and filing evidence.
Complete the registered agent consent
On the Consent to Appointment by Registered Agent page, enter the agent's name, registered office address and the LLC's name. The registered agent signs, dates, prints a name and gives phone and email; add a mailing address if different.
Review, sign and download the PDF
Check each line against the certificate of existence, then download or print the completed PDF from FillingPDF. Assemble the package described under How to submit.
How to submit FLLC-CertificateAuthority
The instructions describe one channel: mailing the documents to the Wyoming Secretary of State. The address printed on the form is Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. The office lists phone 307.777.7311 and email [email protected].
Put these in the package:
- The completed, signed application, with the line 10 box checked.
- The Consent to Appointment by Registered Agent, signed by the registered agent.
- The original certificate of existence/good standing, authenticated and dated not more than 60 days before filing.
- A Use of Fictitious Name form, only if the out-of-state name is not available in Wyoming.
- The filing fee. A fee applies, paid by check or money order payable to Wyoming Secretary of State; the amount is in the agency's instructions.
The Secretary of State's office cannot process incomplete forms, so review everything before mailing. To see which filing day is being processed, visit http://wyobiz.wyo.gov. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Attaching a certificate of existence/good standing dated more than sixty (60) days before filing, or one that is not an original authenticated by the home state or country.
- Entering a date of organization on line 3 that does not match the date on the certificate of existence.
- Writing how long the LLC has existed on line 4 instead of the length of time it intends to exist; "perpetual" is the most common term.
- Listing a Drop Box as the registered office, or omitting a suite number or a physical Wyoming address; a PO Box is acceptable only in addition to a physical address.
- Using a company name without "Limited Liability Company" or an accepted abbreviation such as "LLC" or "L.L.C."
- Forgetting the Use of Fictitious Name form when the out-of-state name is not available in Wyoming.
- Leaving the line 10 consent box unchecked or omitting the contact email, which is required.
- Mailing the application without the registered agent's signed Consent to Appointment.
- Expecting expedited handling; the instructions state Wyoming statutes do not allow it and filings are processed in the order received.
Frequently asked questions
What is a Wyoming Certificate of Authority for an LLC?
It is the Foreign Limited Liability Company Application for Certificate of Authority, filed with the Wyoming Secretary of State under W.S. 17-16-1533 by an LLC organized outside Wyoming that wants to transact business in the state. An original certificate of existence/good standing must accompany it.
Who has to file a certificate of authority in Wyoming?
A limited liability company organized under the laws of another state or country that will do business in Wyoming. The form warns that doing business without authority is subject to back taxes and penalties under W.S. 17-16-1502(d).
How old can the certificate of good standing be?
It must be an original dated not more than sixty (60) days before the filing in Wyoming, authenticated by the Secretary of State or official who holds corporate records in the state or country of formation.
How long does the Secretary of State take to process it?
Up to 15 business days after the office receives the filing. Wyoming statutes do not allow expedited filing, and filings are handled in the order received. Check http://wyobiz.wyo.gov to see which day is being processed.
Is there a filing fee, and how do I pay it?
Yes, a filing fee applies. Pay by check or money order made payable to Wyoming Secretary of State. The amount is in the agency's instructions; you can also call the office at 307.777.7311.
Where do I mail the Wyoming certificate of authority application?
Mail it to Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. The instructions describe mailing as the way to submit; questions go to [email protected] or 307.777.7311.
Who can sign the application for the LLC?
A member, a manager or another authorized individual as set forth in the operating agreement signs the certification on line 10. The registered agent separately signs the Consent to Appointment by Registered Agent.
Can I use a PO Box as the registered agent address?
Only in addition to a physical address. The registered agent must have a physical address in Wyoming, including any suite number; a Drop Box is not acceptable.
Can I fill out the Wyoming certificate of authority online?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form; you mail it to the Wyoming Secretary of State with the required attachment and fee.
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