Wyoming LLC Annual Report 2026: Deadline, Fee, Dissolution

A Wyoming LLC asks very little of its owner each year. That is the attraction, and it is also why companies owned from abroad get dissolved: one date a year is easy to forget.

Most guides stop at the annual report. A foreign owner has two other things to hold: a registered agent that can resign, and a federal filing that has nothing to do with Wyoming.

This page puts all of it on one calendar, then covers the repair: what administrative dissolution is, how long you have, and what reinstatement costs.

1stday of the anniversary month, the annual report due date every year

60 daysbetween the State's notice and the loss of the articles of organization

2 yearsto reinstate a defunct LLC, after which the statute offers nothing

The Wyoming LLC compliance calendar for a foreign owner

Two authorities, three recurring duties. The State wants a report and a registered agent. The IRS wants an information return from any single member LLC owned by a foreign person.

The timeline below takes one example: an LLC formed on 15 May, with a calendar tax year. Your own dates shift with your formation month, the federal ones do not.

1 JanFiling window opens, 120 days before the due date

Early MarFirst state email reminder, 60 days out

15 AprPro forma 1120 with Form 5472, or Form 7004

1 MayAnnual report and license tax due

30 Jun60 days after the due date, the State FAQ's dissolution point

15 OctExtended federal deadline, if Form 7004 was filed

1. 1 JanFiling window opens, 120 days before the due date
2. Early MarFirst state email reminder, 60 days out
3. 15 AprPro forma 1120 with Form 5472, or Form 7004
4. 1 MayAnnual report and license tax due
5. 30 Jun60 days after the due date, the State FAQ's dissolution point
6. 15 OctExtended federal deadline, if Form 7004 was filed

The annual report: due date and what it contains

The rule is one sentence in W.S. 17-29-209(a). Every LLC files "on or before the first day of the month of organization of every year". The day of formation is irrelevant, only the month counts.

• Formed on 15 May 2026: the first report is due on 1 May 2027, two weeks before the first anniversary.
• Every LLC files, single member or not, active or dormant, with or without revenue.
• To find your date, search the entity on WyoBiz. The record shows the initial filing date and the Filing ID you need to file.

The content is short, and for an LLC it is shorter than several guides say.

A Wyoming corporation is treated differently: its report also lists officers and directors. That difference is part of the choice of form, covered in Wyoming LLC vs corporation.

The amount. The license tax is the greater of $60 or $0.0002 per dollar of assets located and employed in Wyoming. A foreign owned LLC with no assets in the State pays the minimum. The full budget is in Wyoming LLC cost.

How to file: online, on paper, and how early

Filing takes a few minutes online. The points worth knowing are the ones that block a filing from abroad.

• The paper version comes from the same wizard. Print it at the "Confirmation" step, sign it and mail it with payment.
• Reminders are emails, sent 60, 30 and 10 days before the due date to the address on file. If that address is your formation agent's, you will not see them.
• There is no late fee. Neither the statute nor the fee schedule sets one. The sanction is dissolution.
• The paid expedited service does not apply. The State's instructions, revised June 2026, exclude filings that can be completed online, annual reports included.

Sources differ on how early you can file. Two widely read guides say "up to one year in advance". The Secretary of State's FAQ says a report "may be filed up to one hundred and twenty (120) days before its due date". Follow the State: plan on a four month window.

If you miss the deadline: the two 60 day clocks

This is the point where official texts do not say the same thing, and the gap matters to someone managing the company from another time zone.

Both are official. The statute is the law, and the FAQ describes how the office runs the process. Count from the due date. It is the earlier of the two, and the notice may go to an address you no longer read.

1. 1
   The due date passesFirst day of the anniversary month. No late fee is charged.
2. 2
   The LLC is classed as delinquentThe State FAQ places this on the second day of the month following the due date.
3. 3
   The State sends noticeBy first class mail or electronic means, to the last known mailing address.
4. 4
   60 days pass without complianceThe LLC is deemed defunct and forfeits its articles of organization.
5. 5
   Reinstatement windowOpen for two years from the forfeiture.
6. 6
   After two yearsThe statute allows no reinstatement. The only route is a new LLC.

While the LLC is only delinquent, the fix is the ordinary one: file the overdue report and pay the license tax. Once it is defunct, an annual report alone no longer restores it.

The registered agent: the second way to be dissolved

A missed report is the cause every guide names. The registered agent is the other one, and for a company run from abroad it is the more likely surprise, because it starts with an unpaid invoice rather than a forgotten date.

Wyoming requires every LLC to keep a registered agent and a registered office in the State without interruption. The agent can leave, and W.S. 17-28-103 sets out how.

1. The agent gives 30 days' notice, sent to the last address it holds for the LLC.
2. The agent files its resignation with the Secretary of State, at $5 per entity.
3. The State classes the LLC as delinquent, awaiting forfeiture. Lawsuits are served on the Secretary of State in the meantime.
4. The LLC has 30 days from receiving the resignation to file a statement of change naming a new agent.
5. The State sends its own notice, and 60 days after it the LLC is defunct under W.S. 17-29-705(a).

Three situations lead there in practice.

• An unpaid renewal. A card expires, the invoice goes to an old email, the agent resigns. This is market practice rather than law, and each agent sets its own grace period.
• Unanswered information requests. W.S. 17-28-109(b) gives an agent a defence against its own penalties if it resigns within 60 days of a certified letter you ignored.
• The agent loses its own registration. Per the State's FAQ, a commercial agent that fails to renew by 31 December is removed on 1 January, and its client entities are left without an agent.

Replacing an agent is cheap and quick: an Appointment of New Registered Agent and Office form, the new agent's written consent, and a $5 fee.

What you owe your agent: a contact person and current details

The agent is more than an address. Wyoming law makes it the holder of a small file on your company, and makes you responsible for feeding it.

• Timing. The file must be current within 60 days of any change until the first annual report is accepted, and then each time the annual report is due.
• The contact cannot be the agent or one of its employees, unless that person is also a member or manager of the LLC.
• Members are not on the list. What this means for privacy is covered in Wyoming LLC for non-residents.
• False records carry their own penalty. Under W.S. 17-28-108(e), giving false records to the agent is punishable by a fine of up to $1,000, up to six months' imprisonment, or both.

Reinstating a dissolved Wyoming LLC

Reinstatement exists, it is not expensive, and it has a hard stop. The cost depends on which of the two routes took the company down.

• Online or by mail. An LLC dissolved only for annual reports in the past two years can reinstate online with its Filing ID. Several delinquencies at once mean paper forms.
• Bring the missing reports. The statute ties the report route to paying the delinquent license fees, on top of the $100 on the schedule. Ask the Business Division for the total before you pay.
• After two years, nothing. The Secretary of State's FAQ is blunt: "Wyoming statutes do not allow for reinstatement after two (2) years."

Published figures vary widely. Guides quote reinstatement at $50, $60, $250 or $300. The schedule effective July 1, 2026 lists $100 and $350 for an LLC, and $250 for a profit corporation without an agent. Use the schedule.

Other grounds for dissolution

W.S. 17-29-705(c) lets the Secretary of State forfeit an LLC's articles for reasons that have nothing to do with the calendar.

• A false filing: a member signed a document for filing knowing it was materially false.
• An ignored subpoena, where it was valid and enforceable.
• Records withheld from the registered agent, where the State finds forfeiture in the public interest.
• Fraudulent or uncorrected information on a filing, or false information given to the agent.
• An LLC that cannot be served, neither through its agent nor by the State by mail or electronically.
• Ownership or control by a designated foreign adversary, in force since 1 July 2025. That ground, and who it does and does not reach, is covered in Wyoming LLC for non-residents.

These grounds use the same notice procedure as the agent route. The statute does not say whether reinstatement is available afterwards, so a notice citing subsection (c) belongs with a Wyoming attorney, not with a form.

What dissolution does in practice

The statute says a defunct LLC is "deemed to be transacting business within this state without authority" and has forfeited its "franchises, rights or privileges". For a founder abroad, the effects show up elsewhere first.

The bank line is the one that hurts, and it is the least predictable. Providers re-check entity status on their own schedule, and none publishes a rule for it. Account risk in general is covered in Wyoming LLC bank account for non-residents.

What the gap does to limited liability is a legal question this page does not answer. The relation back in subsection (b) is the statute's own reply, and it covers the report route only.

The federal year, and the records to keep

Wyoming does not tax the LLC's income and does not ask for an income tax return, as set out in Wyoming corporate tax. The federal side is separate, and it is where the large penalty sits.

• Who. A single member LLC owned by a foreign person files a pro forma Form 1120 with Form 5472 attached, every year, even with no income.
• When. By the due date of that Form 1120: the 15th day of the 4th month after year end, so 15 April for a calendar year.
• Extension. Form 7004, filed by the regular due date, generally gives six more months.
• Penalty. $25,000 for a failure to file when due, per the IRS instructions revised December 2024.

What goes on the form, the narrow case of a year with no reportable transaction at all, and how to send it from abroad are the subject of Wyoming LLC taxes for non-residents.

The same IRS instructions require books "sufficient to establish the correctness" of the return, including transactions with related parties. For a one person LLC that means a short, permanent file.

• Formation papers: filed articles, operating agreement, the IRS letter assigning the EIN.
• State filings: each annual report confirmation and payment receipt.
• Money between you and the LLC: every contribution, distribution, loan and reimbursement, with dates and amounts.
• Agent file: the service agreement, and what you told the agent about managers and the contact person.

What you do not have to do

Part of staying compliant is not paying for filings that no longer exist, or never did.

• No beneficial ownership report. FinCEN's final rule of 11 August 2026, effective 14 August 2026, made the exemption permanent for entities created in the United States. Nobody should be selling you this filing for a Wyoming LLC.
• No annual meeting and no minutes. The Wyoming LLC Act, chapter 29 of Title 17, contains no such requirement. An operating agreement can add one.
• No list of members to the State. The LLC report does not ask for it.