Questions and Answers

Should I Apply for a Certificate of Authority?

A foreign entity may not transact business in Wyoming until it obtains a certificate of authority from the Wyoming Secretary of State.

What Qualifies as "Transacting Business?"

The following activities, among others, do not constitute transacting business:

  1. Maintaining, defending or settling any proceeding;
  2. Holding meetings of the board of directors or members, or carrying on other activities concerning internal corporate affairs;
  3. Maintaining bank accounts;
  4. Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
  5. Selling through independent contractors;
  6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
  7. Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
  8. Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
  9. Owning, without more, real or personal property;
  10. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or
  11. Transacting business in interstate commerce.

*Please note a company doing business in Wyoming without authority shall be subject to back taxes and penalties pursuant to Wyoming Statutes.

Applying for a Foreign Certificate of Authority

A foreign entity may apply for a certificate to transact business in the state by delivering an application for certificate of authority to the Secretary of State for filing. The application must be accompanied by an original certificate of existence/good standing, dated not more than sixty (60) days prior to filing in Wyoming, authenticated by the Secretary of State or official having custody of corporate records in the state or county of formation.

To obtain the application for certificate of authority please choose one of the following: