The most common compliance mistake we see at Mizu is not a complicated one. It’s a Wyoming LLC that was formed correctly, never had its annual report filed, and got administratively dissolved 14 months later. The founder didn’t know there was an annual report. Nobody told them.
This post is the list. Every filing a non-US-owned Wyoming LLC actually owes in a given year, when it’s due, and what happens if you skip it. If you formed a Wyoming LLC and aren’t sure what’s on your plate, start here.
What you owe to the state of Wyoming
Annual report + license tax
This is the one that gets missed.
- Due: the first day of the LLC’s anniversary month, every year. (LLC formed March 12, 2025 → annual report due March 1, 2026, and every March 1 after.)
- Cost: $60 minimum, or $0.0002 × value of WY-located assets, whichever is greater. Most foreign-owned LLCs without WY-based operations pay the $60 minimum.
- Where: Wyoming Secretary of State website, online filing.
- What it requires: registered agent confirmation, principal office address, names/addresses of members or managers.
You can file up to 60 days early. If you miss it, the LLC enters “delinquent” status immediately. Officially, if the report is not filed within 60 days of the due date the entity becomes subject to administrative dissolution.
Registered agent renewal
- Due: annually, generally tied to your formation anniversary.
- Cost: $50–$200/year depending on agent.
- Why it matters: if your RA lapses, the state will administratively dissolve your LLC.
That’s the entire Wyoming-state-level obligation list for a typical foreign-owned single-member LLC. Two items. Both annual.
What you owe to the federal government
Form 5472 + pro-forma Form 1120
| April 15 | $200–$500 | $25,000 |
|---|---|---|
| Due date (Oct 15 with extension) |
Outsourced preparation |
Penalty per failure (compounds after notice) |
Filing method: mail or fax only — cannot be e-filed for a single-member LLC. We covered the full mechanics in a separate post on Form 5472. The short version: if you funded the LLC bank account from your own account, you almost certainly owe this filing — even if the LLC had zero revenue.
Federal income tax filing — only if applicable
This depends entirely on whether your LLC has effectively connected income (ECI) to a US trade or business.
- If the LLC has ECI: the foreign owner files Form 1040-NR personally; the LLC reports through the pro-forma 1120 attached to the 5472.
- If the LLC has no ECI (most pre-revenue or service-export businesses with no US-based activity): no federal income tax filing is typically required, but the 5472 + pro-forma 1120 still must be filed.
ECI is a fact-specific gray area. If you’re unsure, talk to a CPA familiar with non-resident cases before filing season. Don’t guess.
State sales tax — only if you have nexus
Wyoming has a 4% state sales tax, but it only applies if you actually have sales tax nexus there. Sales tax in other US states is a separate question that depends on where your customers are and what you sell — see a sales tax accountant or use software like Anrok or TaxJar if you sell to US consumers at scale.
What you don’t owe (Wyoming’s actual advantage)
It’s worth being explicit about what’s not on your plate, because it’s the reason Wyoming is the default for non-VC solo founders:
- No state income tax. Wyoming doesn’t have a personal or corporate income tax.
- No franchise tax. Unlike Delaware ($300/year flat for LLCs) or California ($800/year minimum).
- No publication requirement. Unlike Arizona, Nebraska, or New York.
- No general business license for most online or service businesses. Specific industries (cannabis, financial services) have their own licensing.
Annual calendar at a glance
For a Wyoming LLC formed in March 2025, owned by a non-US founder, with bank account funded but no ECI:
That’s the full year for a typical case. Three required filings, on three different schedules. The total recurring annual cost lands around $300–$800/year for an actively-operating LLC.
What happens if you miss a filing
Missed Wyoming annual report
The LLC enters “delinquent” status immediately on the due date. If the report is not filed within 60 days of the due date, the entity becomes subject to administrative dissolution. Reinstatement requires filing all back annual reports plus a reinstatement fee (typically $200–$500 total).
Missed registered agent renewal
Similar pathway — the state will eventually dissolve the entity if the RA lapses and isn’t replaced.
Missed Form 5472
$25,000 IRS penalty per year missed, plus $25,000 per 30 days after IRS notice if you ignore them. Late filings can sometimes be cured under reasonable cause, but the longer you wait, the harder that argument gets.
FAQ
When exactly is my Wyoming annual report due?
The first day of the LLC’s anniversary month. If you formed October 14, 2025, your first annual report is due October 1, 2026, and every October 1 after.
Do I have to file a Wyoming income tax return?
No. Wyoming has no state income tax for individuals or LLCs.
Is BOI still required?
As of the March 2025 FinCEN Interim Final Rule, US-formed entities (including foreign-owned LLCs formed in Wyoming) are exempt from BOI reporting. Still smart to check current FinCEN guidance if the reporting regime changes again.
What if my LLC is dormant — no bank account, no revenue, no activity?
You still owe the Wyoming annual report and registered agent. You may not owe Form 5472 if there were genuinely zero reportable transactions all year, but most LLCs that ever funded a bank account have a reportable transaction.
Can I dissolve the LLC instead of filing every year?
Yes — voluntary dissolution avoids future filings, but you still need to file the final tax return and any pending state report. If you don’t intend to operate, formally dissolving is cheaper than letting it lapse.
