An administratively dissolved Wyoming LLC can usually be reinstated, but only within two years of the dissolution date. You file every missed annual report with its license tax, submit the Application for Certificate of Reinstatement, and keep a current Wyoming registered agent. Reinstatement relates back to the dissolution date, so the same LLC keeps its registered name and its EIN. Miss the two-year window and there is no revival, so you form a new Wyoming LLC instead.
If the state forfeited your articles for a missed report or a lapsed agent, you can revive the same entity. An LLC that voluntarily filed articles of dissolution cannot be reinstated.
Wyoming allows revival only within two years of the dissolution date. After that the entity cannot be reinstated, so treat the deadline as load-bearing.
Because reinstatement relates back to the dissolution date, the restored LLC is the same legal entity. It keeps its registered name and its existing EIN.
Administrative dissolution is the only kind you can reverse
Before anything else, confirm how your LLC ended, because only one path can be undone. Wyoming administratively forfeits an LLC that stops meeting its basic obligations, using the statutory language "deemed defunct" and "forfeited its articles of organization." That kind of forfeiture is reversible within a set window.
While the LLC sits defunct, the change is to its Wyoming standing, not automatically to everything else. The state record shows it has forfeited its articles of organization and lost active status, which is what a bank, payment processor, or counterparty sees when they run a search. Wyoming's statute does not, on its own, void your past contracts or strip an owner's liability shield, so treat those questions as fact-specific rather than settled. The safe course is to reinstate inside the two-year window or wind the company down, not to keep operating as though nothing changed.
A voluntary closure is different. If you filed articles of dissolution yourself to wind the company down, the Wyoming LLC Act gives no mechanism to bring it back. Our guide on how to voluntarily close a Wyoming LLC covers that separate process. This article is only about reviving an entity the state forfeited, not one you closed on purpose.
Why a non-resident's Wyoming LLC gets forfeited
Two lapses account for almost every administrative forfeiture, and both are easy to miss when you run the company from abroad with no US presence.
A missed annual report or its unpaid license tax. Every Wyoming LLC must file an annual report in its anniversary month and pay the yearly license tax.
A lapsed or resigned registered agent. Wyoming law requires you to continuously maintain a registered agent with a physical in-state address.
The timing is specific. The Secretary of State treats an entity as delinquent on the second day of the month following its due date, then sends a non-compliance notice by first class mail or electronic means. The controlling statute, W.S. 17-29-705, gives you sixty days from the date of that notice to comply before the LLC is deemed defunct. The state's public FAQ describes the same cure more loosely as sixty days after the due date, so read the statute as the precise measure and treat the FAQ wording as a rough guide. Catching a lapse inside that cure window avoids reinstatement altogether.
You have two years, and the deadline is absolute
Reinstatement is only available within two years after the forfeiture. W.S. 17-29-705 lets a defunct LLC be "revived and reinstated" at any time within that two-year window. The state's FAQ confirms it will not reinstate an entity that has been administratively dissolved for more than two years. Count the window from your dissolution date, not from when you noticed the problem.
What you will owe to reinstate
Reinstatement is a catch-up filing, so you clear the whole backlog rather than a single fee. Here is what makes up the total.
Cost component | When it applies | What to expect |
|---|---|---|
Back annual reports | Always | One report for each missed year, filed and brought current. |
Annual report license tax | Always | Per missed year, the greater of sixty dollars or two-tenths of one mill ($.0002) on Wyoming-situated assets, so an LLC with no in-state assets pays the sixty dollar minimum. |
State reinstatement fee | Always | The state's current figure. Verify it on the live Wyoming Secretary of State fee schedule before you pay. |
Registered-agent penalty | Agent-lapse forfeitures only | An added state penalty applies. Confirm the current amount on the live fee schedule. |
How to file the reinstatement
Wyoming offers two channels, and which one you use depends on why the LLC was forfeited.
If the forfeiture was for annual reports alone, within the two-year window, and the LLC has no other delinquencies, you can reinstate through the WyoBiz online portal. The portal asks for your Secretary of State Filing ID, a number formatted like 2000-000123456; if you do not have it, the portal's Name Search will find it. The system then generates your Application for Certificate of Reinstatement.
Any other situation goes by mail. A forfeiture for a lapsed registered agent, or an entity with multiple delinquencies, cannot use the online flow. You generate the LLC Application for Certificate of Reinstatement, then mail it with payment to the Secretary of State Business Division in Cheyenne. The form cannot be emailed. Where the agent had lapsed, you also appoint a new one, so line up a current Wyoming registered agent service before you file, and your agent service normally handles the appointment paperwork. If you are filing from abroad, allow extra transit time in each direction, and treat any processing estimate as the state's current turnaround rather than a guarantee.
Before you file, gather these so the application does not stall. The form itself is short, and most delay comes from missing pieces.
The exact LLC name and its Secretary of State Filing ID.
The effective date of the administrative dissolution from the state record.
Every delinquent annual report and the license tax for each missed year.
For an agent-lapse forfeiture, the new registered agent's name and Wyoming office, with the appointment and consent forms.
A signature from a member, manager, or other person the operating agreement authorizes, confirming the grounds for dissolution are eliminated.
A contact name, daytime phone, and email, plus payment for the reinstatement fee and any penalty.
What reinstatement restores, and what it does not
A successful reinstatement relates back to and takes effect as of the date the LLC was deemed defunct, and the company resumes business as if it had never been defunct. On paper, that closes the gap in the entity's existence. Two practical consequences matter most to a non-resident owner.
First, the LLC keeps its registered name. The statute reserves your name for you throughout the two-year reinstatement period, so a same-entity revival does not force a rebrand. Second, it keeps its existing EIN. Reinstatement restores the same legal entity, so the IRS does not require a new EIN, and your banking and tax identifiers stay intact. There is one caveat. The IRS guidance on whether you need a new EIN calls for a new number only if you convert the LLC into a new corporation or partnership, or a single-member LLC takes on employment or excise taxes.
What relation-back does not do is erase the work. You still file and pay every missed year, and the restored good standing is what banks and payment processors check when their own policies ask for it. A practical last step is to pull a Wyoming certificate of good standing once the reinstatement clears, which is how you evidence the restored status to a bank or counterparty.
If the two-year window has already closed
Once the window passes, revival is off the table, and the practical remedy is to start fresh. You file new Articles of Organization and form a new Wyoming LLC, which our guide for non-residents forming a Wyoming LLC walks through step by step. Go in clear-eyed about what a new entity means.
A new formation date, with no continuity of the old company's history.
A new EIN, because a new LLC is a separate legal entity from the one that lapsed.
Old contracts, licenses, and accounts do not carry over automatically.
The old name is released after the two-year period and is reusable only if it is still available under Wyoming's general name rules.
Federal filings Wyoming reinstatement does not touch
Reinstating with the state fixes your Wyoming standing, not your federal obligations. Those are separate, and a common trap for non-resident owners.
A foreign-owned single-member US LLC is a disregarded entity that the IRS treats as a reporting corporation. For any year with reportable transactions, it must file Form 5472 attached to a pro forma Form 1120. The penalty for a missed or incomplete 5472 is twenty-five thousand dollars. A further twenty-five thousand dollars accrues for each thirty-day period the failure continues, but only after it runs more than ninety days past IRS notice. Bringing your Wyoming filing current does nothing to cure a missed 5472, so address the federal side on its own.
How to keep it from happening again
Prevention comes down to two habits, not one. Because you have no US address, you depend entirely on your registered agent and on your own calendar for the anniversary-month filing, and a silent lapse in either is what triggers forfeiture.
Keep a current registered agent on file so state notices actually reach someone, and file the annual report on time every year. Neither habit alone is enough, and the two together are what keep the LLC in good standing.
Frequently asked questions
Is my LLC delinquent or administratively dissolved, and does it matter?
It matters a lot. Wyoming lists an entity as active, delinquent, or administratively dissolved, and there is no separate "inactive" status. A delinquent LLC is still inside its cure window, so filing the overdue annual report can restore it without a reinstatement. Once the state marks the LLC administratively dissolved, curing alone is not enough and you file the reinstatement application. Check the live status on the Secretary of State business search before you choose a path, because the two routes and their fees differ.
Does Wyoming require a tax-clearance certificate to reinstate?
No. Wyoming has no tax-clearance step for LLC reinstatement and no franchise tax. You do clear the delinquent annual report license tax for each missed year, but there is no separate clearance certificate to obtain first.
Can I update my address or members during reinstatement?
No. The Application for Certificate of Reinstatement only certifies that the grounds for dissolution have been eliminated. It has no fields to change your principal address or your members or managers, so handle those changes in a separate filing after you are reinstated.
What if the Secretary of State rejects my reinstatement?
First separate two different outcomes. If the office returns the filing because something is missing or incomplete, that is not a denial, so correct the gap, such as an unfiled report or an unpaid fee, and resubmit the completed application. A formal denial of reinstatement is different. Wyoming provides a statutory appeal route under W.S. 17-29-707, rather than an informal resubmission, so use that appeal process only once a denial actually applies.
My bank asked for good standing. Is that a Wyoming requirement?
Not exactly. Good-standing and active-status requests from a bank, payment processor, or marketplace are that counterparty's own policy, not Wyoming law. The relation-back statute restores the clean state record they check, which you can evidence with a certificate of good standing.
How this article was prepared
The reinstatement rules, deadlines, and figures here come from the Wyoming Secretary of State. The primary sources are the LLC Application for Certificate of Reinstatement, the Business Division fee schedule, the WyoBiz reinstatement portal, and the Business FAQ, alongside the Wyoming LLC Act at W.S. 17-29-705. The federal points draw on the IRS Instructions for Form 5472, the IRS guidance on when a new EIN is needed, and FinCEN's March 2025 beneficial ownership rule. Fee amounts and processing times are the state's current figures and published sources vary, so verify every number and deadline on the live Wyoming Secretary of State pages before you act. Last reviewed July 2026. This is general information, not legal or tax advice, and CORPBOLT is a formation service, not a law or accounting firm.
A quick note on CORPBOLT: CORPBOLT forms and maintains Wyoming LLCs for non-residents from $349/year (Foundation), with the registered agent and US business address included so state notices reach you. The EIN is included from $599/year (Launch) or available as a $199 add-on, and the annual report is tracked for you so a missed filing does not quietly forfeit your company. Start your Wyoming LLC with the compliance pieces handled from day one.
Official references
Wyoming Statutes Title 17: W.S. 17-29-705 forfeiture and reinstatement, and 17-29-707 appeal
Wyoming Secretary of State: Business Division Filing Fee Schedule
Wyoming Secretary of State: Business Division FAQ (two-year window, cure period, online eligibility)
IRS: Instructions for Form 5472 (foreign-owned US disregarded entity)
FinCEN: Beneficial ownership reporting removed for US companies (March 2025 interim final rule)
Approval note: Eligibility and approval decisions are made by each bank, fintech, and payment processor. Requirements can vary by provider, country, business model, and account history.
