If Wyoming administratively dissolved your limited liability company (LLC), the statute behind it, Wyoming Statutes (W.S.) 17-29-705, says the company was "deemed defunct" after a forfeiture. You can reinstate it within two years. The cost and the notice address depend on the ground: an unpaid annual fee, or a missing registered agent.
For this post, we read section 17-29-705 in the Title 17 file published by the Wyoming Legislature. We also read the Secretary of State's business FAQs, its fee schedule effective July 1, 2026, and three of its filing forms. The sections below cover the wording first, then the two paths, the notice, the fees, the two-year limit and the address lines.
Why does Wyoming's LLC law call your company "defunct" instead of "dissolved"?
The Secretary of State's FAQ uses the familiar phrase. An entity that does not file its annual report within 60 days after the due date, the FAQ says, "will be administratively dissolved." The LLC statute uses other words. Section 17-29-705 is titled "Administrative forfeiture of authority and articles of organization."
On October 17, 2026, we counted words in that section, using the Title 17 file from the Wyoming Legislature's website. We counted whole words, so "forfeited" and "forfeiture" count under forfeit.
| Word or phrase | Uses in §17-29-705 | Where |
|---|---|---|
| Words starting with "forfeit" | 15 | 1 in the section title, 14 in the text |
| "defunct" | 7 | Subsections (a), (b) and (c) |
| Any form of "dissolve" | 0 | None |
| "mailing address" | 1 | Subsection (b) only |
We also searched the whole LLC Act, which is Chapter 29 of Title 17. The phrase "administratively dissolved" appears there once. Section 17-29-208(a)(v) says a certificate of existence states "Whether the secretary of state has administratively dissolved the company". In our reading, the FAQ's word and the statute's words describe the same event. So in this post, "dissolved," "forfeited" and "defunct" all mean the state action under section 17-29-705.
Two other section numbers often get mixed up with this one. Section 17-29-701 is titled "Events causing dissolution." The list in section 17-29-701 covers events such as the consent of all the members, 90 days with no members, or a court order. A state forfeiture for unpaid fees is not on the list.
Some pages also cite W.S. 17-19-1421. The number belongs to Chapter 19, the Wyoming Nonprofit Corporation Act. The matching section for business corporations is 17-16-1421. For an LLC, the rule to read is 17-29-705.
Which of the two forfeiture paths did your Wyoming LLC go down?
Section 17-29-705 has two main paths. Each one starts with the same result: the LLC "shall be deemed to be transacting business within this state without authority". The paths then split on the cause, the notice and the way back.
Path (b): unpaid fees. Subsection (b) applies when an LLC "has failed to pay the fee required by W.S. 17-29-210 or any penalties imposed under W.S. 17-28-109". Section 17-29-210 sets the annual fee that comes with the annual report under section 17-29-209. Under section 17-29-209(a), that fee is "sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater."
Path (a): no agent or no office. Subsection (a) applies when the LLC's agent "has filed its resignation" and was not replaced. The path also covers an LLC "without a registered agent or registered office in this state for any reason".
Subsection (c) adds more grounds, and those grounds use the path (a) process. The grounds include a member signing a filing he knew was false, failing to answer a valid subpoena, and several public-interest grounds. One public-interest ground is an LLC that "Cannot be served by either the registered agent or by mail or electronically by the secretary of state acting as the agent for process".
Subsection (d) explains a status you may see before the forfeiture. The Secretary of State "may classify a limited liability company as delinquent awaiting forfeiture of its articles of organization or certificate of authority at the time the secretary of state provides the notice". In our reading, a delinquent status on your record means the notice went out at about the same time.
If you are unsure which path applies, look at what you were asked to fix. A missed annual fee points to path (b). A resigned or missing agent points to path (a). Our post on Texas LLC forfeited status shows how another state's statute handles a similar forfeiture.
Where did the Secretary of State send the forfeiture notice?
The two paths describe their notice in different words.
Path (b) names an address. The statute says: "The secretary of state shall provide notice to the limited liability company at its last known mailing address by first class mail or by electronic means." The LLC is deemed defunct unless it complies "within sixty (60) days of the date of notice".
Path (a) names a method only. The Secretary of State "shall provide by first class mail or by electronic means a notice of its failure to comply". Subsection (a) does not name an address for that notice. On that path, the 60 days run from the "mailing or electronic submission of the notice".
The statute allows mail or electronic delivery on both paths. The text doesn't tell you which channel the office used for your company. So two records matter: the mailing address and the email address on your LLC's file.
What the state's forms say about email
The Articles of Organization and the Update Form both carry the same note: "An email address is required. Email(s) provided will receive important reminders, notices and filing evidence." The business FAQ adds a reminder schedule:
"Courtesy email reminders are sent sixty (60), thirty (30) and ten (10) days prior to a business entity's annual report due date using the email address provided to us."
If you set up the company with an email you no longer read, those reminders went to that inbox.
What your registered agent is required to do
Section 17-28-107(a) lists five duties for a registered agent. The agent keeps a physical address and an email address, accepts service of process, and keeps "the address of record to which all service of process is to be delivered". The other two duties cover commercial agent registration and records kept at the office. In our reading, none of the five duties tells the agent to pass state notices on to you. Ask your agent what it does with state mail, and get the answer in writing.
Two ways the 60 days are counted
Section 17-29-209(a) sets the annual report due date: "on or before the first day of the month of organization of every year". The business FAQ then gives this timeline:
"The entity will be deemed delinquent on the second day of the month following its due date. If the annual report is not filed within sixty (60) days following the due date, the entity will be administratively dissolved."
Subsection (b) of the statute counts from a different starting point, "the date of notice". We can't tell you which date the office used for your company. Use the dates on any notice you received. If the two counts give different answers, ask the Secretary of State.
To change the address or email on file, the FAQ says: "You may use the Update Form to update the principal office address, mailing address, phone number, fax and email address on record."
What does reinstatement cost on each path?
The statute sets different terms for each path. The fee schedule effective July 1, 2026 then lists a separate line for each.
| Path (b): unpaid fees | Path (a): no agent or office | |
|---|---|---|
| What the statute asks you to pay | "the amount of the delinquent fees" | "a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars ($250.00)" |
| Fee schedule line for an LLC | Reinstatement for Tax: $100.00 | Reinstatement for No Registered Agent: $350.00 |
| Time limit | Within two years after the forfeiture | Within two years after the forfeiture |
| Relates back to the forfeiture date | Yes, under subsection (b) | Subsection (a) has no matching sentence |
| Company name | Not addressed in subsection (b) | Kept "during the two (2) year reinstatement period" |
The $250 penalty appears in subsection (a) only, and subsection (b) adds no penalty to reinstatement. Subsection (c) makes its forfeitures take effect through the subsection (a) process. Subsection (e), for low profit LLCs, applies the subsection (a) reinstatement fees. The schedule does not split the $350 into a rule fee and the penalty, so we don't either.
Subsection (a) also caps the rule fee: "The reinstatement fee shall not exceed the costs of providing the reinstatement service." On the agent path, you also need a new agent and office. The schedule lists "Appointment of New Registered Agent and Office" at $5.00.
What reinstatement does on the fee path
Subsection (b) gives the fee path a strong result:
"When the reinstatement is effective, it relates back to and takes effect as of the effective date deemed defunct pursuant to this subsection and the limited liability company resumes carrying on its business as if it had never been deemed defunct."
In plain terms, the law treats the company as if the forfeiture never happened. Subsection (a) contains no sentence like that one.
Can you file the reinstatement online or by mail?
The FAQ describes who can file online:
"An entity dissolved/revoked for failure to file annual reports within the past two (2) years, and which has no other delinquencies, may file a reinstatement online, or generate reinstatement forms for mail-in processing. Entities having multiple delinquencies will be provided the appropriate filing form for mail-in processing."
Some pages quote a $60 reinstatement fee for Wyoming. On the current schedule, $60.00 is the LLC line for "Amendment/Dissolution/Any Other Filing". The tax reinstatement line is $100.00. Check the schedule on the day you file, because fees change.
If the Secretary of State rejects a reinstatement, section 17-29-707 says appeals "may be made as provided in W.S. 17-16-1423." Our reinstatement guide compares the Wyoming steps with other states.
What happens if you miss the two-year reinstatement window?
Both paths use the same limit. A defunct LLC may be revived and reinstated "at any time within two (2) years after the forfeiture" of its articles of organization. Section 17-29-705 offers no other way back after that.
The business FAQ says the same thing directly:
"Wyoming statutes do not allow for reinstatement after two (2) years in an administratively dissolved standing."
On the agent path, the name protection follows the same clock. Subsection (a) says the LLC "shall retain its registered name during the two (2) year reinstatement period". If you are close to the two-year mark, file the reinstatement first and fix the address records in the same week.
Other states set this limit very differently. Florida lets an LLC apply "at any time after the effective date of dissolution", as we covered in Florida LLC administratively dissolved. Delaware uses a revival certificate, which we covered in Delaware LLC void status.
Which Wyoming address lines can a mailbox address fill, and which can it not?
A Wyoming LLC's file holds several addresses, and each one has its own rule. The Articles of Organization list them as separate items.
| Address line | What the rule says | Does a virtual mailbox address work on this line? |
|---|---|---|
| Registered office | A Wyoming street address that is "a physical location" where the agent, or a person with an agency relationship with the agent, can accept service of process and "is physically present at that location" (§17-28-101(a)(i)) | No. The registered office FAQ says "virtual addresses" and "mail forwarding locations" do not qualify. |
| Principal office | "the principal executive office" of the LLC, "whether or not the office is located in this state" (§17-29-102(a)(xvii)) | No. The line asks for the office where the company is run. |
| Communications contact print address | "The print address must be a physical address. It cannot be a post office box, virtual address, or other known commercial registered agent address." | No |
| Mailing address of the LLC | Item 4 on the Articles reads "Mailing address of the limited liability company:" and the Update Form has a "Mailing Address:" line | The forms put no type limit on this line. We found no statement in the Secretary of State's FAQs or forms that a virtual address is allowed here. |
The registered office FAQ is specific: "Post office boxes, drop boxes, virtual addresses, mail forwarding locations, UPS or FedEx stores do not qualify as an acceptable registered office address." You can act as your own agent only if you meet the FAQ's test. You must "reside in Wyoming, have a physical Wyoming address and valid email address", and be at least 18. We covered that choice in can I be my own registered agent, and the mailbox question in can a virtual mailbox be your registered agent.
The principal office matters for lawsuits as well. Under section 17-28-104(b), papers may go by "registered or certified mail, return receipt requested, addressed to the entity at its principal office" when the agent can't be reached. Our post on which LLC address slots are public record explains why owners split these lines. For the difference between a mailing line and a business address, see business mailing address vs business address.
How an Auteur address fits a Wyoming LLC
We sell virtual mailboxes, so read this section as the seller's view. Auteur is in pre-launch, and your exact street address is assigned the day your city opens. Our Wyoming address is in the Cheyenne area.
Our address can't be your registered office, your principal office or your communications contact address. On a Wyoming LLC's file, the mailing address line is the only line where our address may fit. A mailbox will not reinstate a defunct LLC either. The filing and the fees above do that.
The mailing line still matters, because path (b) sends its notice to the "last known mailing address". The Virtual Business Address accepts mail sent to a business or trade name, which is what an LLC's mailing line needs. The Virtual Mailing Address covers personal mail addressed to individuals only.
We photograph each envelope as it arrives. A piece is opened and scanned only at your request, for one flat fee per piece. Henry, our AI assistant, explains each letter you ask us to open. Before mail can arrive in your name, you complete USPS (U.S. Postal Service) Form 1583. We send pricing by email along with the next steps, and our fair use policy lists our fees and limits.
To hold a mailing address for your LLC, get your Wyoming business address. You don't enter a card to order, and you pay nothing at that step.
For the yearly filings that keep a company out of this situation, see our LLC annual compliance requirements and our annual report guide.
FAQ
What does administratively dissolved mean for a Wyoming LLC?
The Secretary of State uses that phrase for a forfeiture under W.S. 17-29-705. The statute says the LLC is "deemed defunct" and has forfeited its articles of organization. The cause is either unpaid fees under subsection (b) or a missing agent or office under subsection (a). Subsection (c) adds a few other grounds.
How much does it cost to reinstate a Wyoming LLC?
The cost depends on the path. The fee schedule effective July 1, 2026 lists $100.00 for Reinstatement for Tax and $350.00 for Reinstatement for No Registered Agent. On the fee path, the statute also asks for "the amount of the delinquent fees". Confirm the total with the Secretary of State before you pay.
Can a Wyoming LLC be reinstated after two years?
No. Section 17-29-705 allows reinstatement "at any time within two (2) years after the forfeiture". The Secretary of State's FAQ says "Wyoming statutes do not allow for reinstatement after two (2) years in an administratively dissolved standing."
Why didn't I receive a notice before my Wyoming LLC was dissolved?
The statute lets the Secretary of State send notice "by first class mail or by electronic means". On the fee path, the notice goes to the LLC's "last known mailing address". An old mailing address or an unread email on file can explain a missed notice. Use the Update Form to change both.
Can I use a virtual address as my Wyoming registered office?
No. The Secretary of State's FAQ says "virtual addresses" and "mail forwarding locations" do not qualify as a registered office address. Under section 17-28-101(a)(i), the office must be a physical Wyoming location where the agent, or a person with an agency relationship with the agent, is physically present.
Bottom line
Wyoming's LLC statute calls a forfeited company "defunct," and section 17-29-705 never uses a form of "dissolve." An unpaid annual fee sends the notice to your last known mailing address, and reinstatement on that path relates back to the forfeiture date. A missing agent or office adds a $250 penalty, and the July 2026 schedule lists $350 for that reinstatement. On either path, the limit is two years after the forfeiture, so check the mailing address and email on file now.
