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Editorial 8 MIN READ

Wyoming in July 2020: the fee schedule that refuses to move

A $100 filing fee, a $60 minimum annual license tax, and a COVID-era formation spike that suggests the pitch is working as well as it ever has

The Editors
Staff, Incorporator.org
8 min read Updated
Contents 6 sections
  1. What is on the Wyoming fee table in July 2020
  2. The annual report math, for the ten percent of owners it affects
  3. What the pandemic did to filings volume
  4. The registered-agent market in mid-2020
  5. Who a Wyoming LLC still makes sense for in mid-2020
  6. Sources

Wyoming LLC still costs $100 to form and $60 a year, minimum, to keep. Neither number has moved since the last time we looked at this jurisdiction, and neither has moved in the four years before that. In a quarter when most state Secretaries of State are running on skeleton crews, drive-through document drops, and backlogged paper queues, Wyoming's fee schedule being boring is the interesting fact.

This is a mid-2020 review for someone deciding whether the Wyoming formation still prices the way the marketing copy says it does. It does, with one caveat about the license-tax formula that catches a narrow band of owners every spring.

What is on the Wyoming fee table in July 2020

The Wyoming Secretary of State publishes a short, two-page business-fee schedule. The headline numbers for domestic LLCs are the $100 Articles of Organization fee, the $50 expedited-processing upcharge, the $60 minimum annual report license tax, and the $100 reinstatement fee following administrative dissolution. Foreign LLCs registering to transact business in Wyoming pay $150 on the application and fall into the same annual report regime. None of those line items has changed in the 2020 schedule; the PDF currently served at sos.wyo.gov/Business/Docs/BusinessFees.pdf is the same document the Division was serving in early 2019.

That persistence is not an accident. The Wyoming Business Entity Act, codified at Wyo. Stat. §§ 17-29-101 through 17-29-1105, sets the $100 Articles filing fee at § 17-29-1102(a)(i). The annual license tax lives one article over, at § 17-29-209: every domestic and foreign LLC files an annual report and pays a license tax equal to "sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002)" of the LLC's assets "located and employed in the state of Wyoming," whichever is greater. The floor is $60. The legislature last touched the number in 2018, and the Sixty-Fifth Legislature's 2020 budget session did not move it.

A state that has not raised its business-entity fees in a decade while every peer state has is making a decision. The decision is to be the cheapest in the country and to fund the Division out of volume. The strategy has worked: Wyoming now registers new domestic LLCs at a pace that makes it a meaningful outlier per capita. According to filings data published by the Secretary of State's Business Division, Wyoming registered more than 40,000 new business entities in fiscal year 2019, the majority of them LLCs, against a resident population under 600,000. The Q2 2020 numbers are tracking higher, which most observers attribute to pandemic-era small-business formation and a migration of e-commerce operators off employer payrolls into self-organized structures.

The annual report math, for the ten percent of owners it affects

For an LLC whose members live anywhere other than Wyoming, and whose assets sit anywhere other than Wyoming, the § 17-29-209 license tax is the $60 floor. That is the entire calculation. The report asks for the dollar value of assets located and employed in the state; if that number rounds to zero, the tax rounds to the minimum, and the annual cost of a Wyoming LLC is $60 plus the registered agent.

For an LLC that actually holds Wyoming-situs assets, a ranch, mineral rights, a Cheyenne rental property, a piece of oil-and-gas equipment in Campbell County, the $.0002 calculation kicks in once assets pass $300,000. An LLC holding $1 million of Wyoming-situs real estate owes $200. An LLC holding $10 million owes $2,000. The tax scales linearly and indefinitely; there is no cap. Owners with appreciating Wyoming real estate have a mildly annoying paperwork exercise each spring because the assessed or market value of the underlying property, not its book basis, is what the Division expects.

The reporting calendar is the same rule that has tripped up Wyoming owners for years. The annual report is due on the first day of the anniversary month of formation. An LLC formed July 21, 2020 has an annual report due July 1, 2021, and every July 1 after. The Secretary of State will mail and email a reminder to the registered agent in the preceding month, but the reminder is courtesy, not required. A missed report triggers a sixty-day delinquency window and, if uncured, an administrative dissolution. Reinstatement is available under Wyo. Stat. § 17-29-708 and costs $100 plus any delinquent annual fees.

If your Wyoming LLC is administratively dissolved and you transact business during the dissolved window, § 17-29-708(d) provides that a reinstatement relates back to the date of dissolution for purposes of preserving the entity's existence. That is a genuine and useful cure provision, narrower in practice than it reads, because a counterparty who checks your status during the window and declines to close is not required to re-offer the deal.

What the pandemic did to filings volume

The Division does not publish weekly filings data, but the available monthly counts through June 2020 show a spike. Wyoming processed roughly 4,800 new entity filings in May 2020, against a trailing twelve-month average closer to 3,300. Online filings rose as a share of the total, which is the expected response to a temporarily closed counter. Paper filings slowed and backed up; the Division's published turnaround for mailed Articles of Organization has been running five to seven business days through the spring, against a typical two to three.

The composition of the volume has shifted in ways the fee schedule does not describe. Registered agents with a Wyoming address are advertising formation packages aimed at out-of-state e-commerce operators, at holding companies for single-family rentals, and at crypto-adjacent entities taking advantage of Wyoming's 2019 and 2020 digital-asset legislation. Wyoming's Special Purpose Depository Institution charter, created by HB 74 in 2019 and supplemented by SF 125 (Wyoming's digital-asset custody statute) in 2020, is not an LLC product, but it has raised the state's brand among crypto-native founders, some of whom then form an LLC to sit under the custody entity or to hold tokens outside an operating company. The LLC fee schedule is doing none of that work; the LLC is being picked because it is adjacent to the SPDI pitch and because it is cheap.

Demand for nominee organizer services has risen in parallel. Wyoming's non-disclosure rule, which excludes members and managers from the face of the public Articles of Organization, is the same rule it was in 2016 and the marketing around it has, if anything, become more aggressive during a period in which federal beneficial-ownership reporting is under active Congressional debate. We covered the foreign-qualification ceiling on the Wyoming-privacy pitch in How to choose a state when you don't live there, 2019 and in the original Wyoming LLC formation guide, and the analysis has not changed. Wyoming's rules govern what Wyoming publishes about the entity. They do not govern what California, New York, or Texas publishes when that same entity registers to do business there.

The registered-agent market in mid-2020

Prices in Wyoming's registered-agent market have compressed further. The commodity end of the market now advertises at $25 a year with free first-year service common on formation bundles. The cluster of mid-tier providers sits between $50 and $125. Full-service firms that handle the annual report, scan incoming mail, and monitor service of process run $150 to $250. The floor has not moved much from where it was in 2016, but the distribution has thinned at the $40 to $60 band, as commodity agents loss-lead new formations and recoup on renewals, add-ons, and data-broker relationships.

The economics work because Wyoming's non-disclosure rule creates demand for a named local agent that does not map to actual legal risk on the agent's side. A Wyoming agent whose name appears on a few thousand filings is exposed to almost no liability, because the agent's only statutory duty is to accept service of process and forward it, and the operational cost of that duty is low in a state that draws very little litigation against LLC shells. Registered-agent firms with Wyoming P.O. boxes therefore scale in a way that firms in a higher- volume lawsuit state like California or Texas cannot.

For an out-of-state owner paying a Wyoming agent in July 2020, the practical question is whether the agent forwards mail reliably, sends the annual-report reminder, and picks up the phone during business hours. The $25 agent will usually do the first and skip the other two. The $100 agent will usually do all three. The $250 agent will also do them and will tell you about the annual report thirty days before it is due instead of two days before.

Who a Wyoming LLC still makes sense for in mid-2020

The three uses we identified in 2016 still hold. Privacy-motivated formations, passive-asset holding companies, and cheap durable shells for intellectual property or brokerage accounts are the clean cases. Mid-2020 adds a fourth near-term use, the crypto-adjacent holding entity that benefits from Wyoming's digital-asset statutes being the most developed in the country. Whether that fourth use survives the eventual federal framework for digital assets is an open question; for the moment it is real.

The operational business still does not belong in Wyoming unless the operator lives there. The $100 filing and $60 annual tax look cheap against any other state's headline number, and they are cheap in isolation, but an operator in California, New York, or any other franchise-tax state layers the home-state tax on top, not instead of. That math was walked through in the 2019 choose-a-state piece and the post-Wayfair layer it added. The 2020 update is that the COVID-era boom in Wyoming filings includes a visible fraction of operators who will discover the layering problem in their next tax cycle, probably around the time they receive a late-filing notice from the state where they actually work.

Wyoming's refusal to move its fees through a decade of inflation is, on the revenue side, a deliberate choice. On the user side, it removes a variable from the decision. An owner forming a Wyoming LLC in July 2020 is paying exactly what an owner would have paid in July 2016. Everything else about the decision, foreign-qualification exposure, sales-tax map after Wayfair, pandemic-driven operating realities, has moved. The fee schedule is the one piece of the pitch a buyer can still trust to still be what it was.

Sources

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