Bottom Line Up Front
All S Corporations in Wyoming must continuously maintain a registered agent with a physical Wyoming address to accept legal documents and state notices. Failure to maintain a registered agent results in administrative dissolution of the corporation.
Understanding Registered Agents for S Corporations
Critical Requirement
According to Wyoming Statute 17-28-101, "Each business entity shall continuously maintain in this state a registered office" and "a registered agent." This requirement applies to all Wyoming corporations, including those electing S Corporation tax status.
S Corporation Context
While an S Corporation is a federal tax election rather than a separate business entity, according to the IRS, S corporations must first be "domestic corporations" that then elect special tax treatment. As Wyoming corporations, they are subject to all state registered agent requirements.
Wyoming Legal Definition
Wyoming Statute 17-28-101(b) defines "business entity" to include "a corporation, nonprofit corporation, limited liability company, limited partnership, cooperative marketing association, statutory trust, statutory foundation or registered limited liability partnership, whether foreign or domestic."
Mandatory Registered Agent Requirements
Who Can Serve as a Registered Agent
According to Wyoming Statute 17-28-101(a)(ii), a registered agent shall be:
Individual Registered Agents
- • An individual who is at least eighteen (18) years of age
- • Resides in Wyoming
- • Has a business office identical with the registered office
Business Entity Registered Agents
- • A domestic Wyoming business entity whose business office is identical with the registered office
- • A foreign business entity authorized to transact business in Wyoming
- • Must have a written agreement creating an agency relationship with an individual for accepting service of process
Commercial Registered Agents
- • Business entities or individuals serving as registered agents for more than 10 entities
- • Must be registered as commercial registered agents under Wyoming Statute 17-28-105
- • Must maintain all documentation and comply with enhanced requirements
Physical Address Requirements
Wyoming law mandates that the registered office "shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process."
Prohibited Addresses
According to the Wyoming Secretary of State, the registered agent must have "a physical address in Wyoming which cannot be a PO box, drop box, mail forwarding service, UPS store etc."
Essential Duties and Responsibilities
Primary Functions
Wyoming Statute 17-28-107 outlines that registered agents must:
Service of Process
- • Accept service of process, notice, or demand required or permitted by law
- • Be physically present at the registered office during normal business hours
- • Maintain capability for electronic service when applicable
Record Maintenance
Registered agents must maintain at the registered office:
- • Names and addresses of directors, officers, and persons serving in similar capacity
- • Name, physical address, and business telephone number of a natural person authorized to receive communications from the registered agent
- • Copy of written contract creating agency relationship (if applicable)
Information Requirements
According to Wyoming law, registered agents are required to keep certain information about companies they represent:
"Key Individuals"
- • Name and address of directors, officers, limited liability company managers or members
- • Anyone else in a similar capacity
"Communications Contact"
- • Name, address, and business phone number of a natural person authorized to receive communications from the registered agent
- • Must not be an employee of the registered agent (unless the registered agent is the entity's officer, director, member, manager, managing partner, or trustee)
Email Address Requirement
Wyoming Statute 17-28-101(e) requires that "each business entity and registered agent shall maintain an email address that the secretary of state's office may use to serve documents on the business entity or registered agent."
Consent and Documentation Requirements
Consent to Appointment
According to the Wyoming Secretary of State, "A form called Consent to Appointment by Registered Agent must be signed by the registered agent and must accompany new entity filings."
Online Filing Note
If filing online, the filer will be asked to certify that they have received similar written consent and must keep it for future reference.
Compliance Certification
Every registered agent must certify compliance with Wyoming Statute 17-28-101 through 17-28-111 on a form prescribed by the Secretary of State.
Commercial Registered Agent Requirements
When Registration is Required
Wyoming Statute 17-28-105 mandates that "no person shall transact business in this state as a registered agent unless the person is registered with the secretary of state" if they serve more than 10 business entities.
Exemption
The registration requirements do not apply to persons who serve as registered agent for 10 or fewer business entities.
Commercial Agent Qualifications
Wyoming law prohibits commercial registered agents from:
- • Having been convicted of any felony
- • Having officers, directors, partners, managers, or authorized persons who have been convicted of felonies
- • Engaging in conduct intended or likely to deceive or defraud the public
- • Having persons whose registered agent ability has been revoked by Wyoming or another state
Registration and Renewal Requirements
Annual Registration
According to the Wyoming Secretary of State fee schedule, Annual Registration of Commercial Registered Agent costs $50.00.
Renewal Deadlines
Wyoming Statute 17-28-106 requires:
- • Renewal by November 30 of each calendar year
- • Late registration fee (equal to annual fee) for renewals between December 1-31
- • $500 late renewal fee plus administrative costs for renewals after December 31
Failure to Renew
Failure to renew constitutes resignation for purposes of administrative dissolution of represented entities.
Changing Registered Agents
Process for Changing Agents
Wyoming Statute 17-28-102 provides that "A business entity may change its registered office or registered agent by signing and delivering to the secretary of state for filing a statement of change."
Required Information
- • Name of the business entity
- • Current registered office street address
- • New registered office street address (if changing)
- • Current registered agent name
- • New registered agent name and written consent (if changing)
- • Email address of registered agent
Filing Fee
According to the Wyoming Secretary of State, Appointment of New Registered Agent and Office costs $5.00.
Agent-Initiated Address Changes
If a registered agent changes their business office address, they must:
- • Notify all business entities in writing of the change
- • File a statement of change with the Secretary of State
- • Certify that every entity served has been notified
Registered Agent Resignation
Resignation Process
Wyoming Statute 17-28-103 allows registered agents to resign by:
Resignation Requirements
- • Filing signed original and one exact copy of resignation statement for each entity
- • Providing at least 30 days prior notice to each affected entity
- • Addressing notice to any officer or authorized person other than the registered agent
Entity Response Required
Upon receiving resignation, the entity must provide the Secretary of State with a statement of change within 30 days.
Failure to Replace Agent
If no successor is appointed, the Secretary of State will classify the entity as delinquent awaiting administrative dissolution.
Service During Transition
If agency appointment terminates without successor, "service of process on the business entity shall be upon the secretary of state until a new appointment is made or until the entity is administratively dissolved or revoked."
Consequences of Non-Compliance
Administrative Dissolution
According to the Wyoming Secretary of State, "Failure to maintain a registered agent results in the dissolution or revocation of the business entity."
Reinstatement Options
Wyoming Statute 17-28-110 allows entities to apply for reinstatement within two years after administrative dissolution, subject to compliance verification and potential denial for fraud investigations.
Penalties for Registered Agents
Wyoming Statute 17-28-109 authorizes the Secretary of State to impose civil penalties up to $500 per violation for each entity represented, and may:
Enforcement Actions
- • Deny or revoke registration
- • Require enhanced recordkeeping
- • Refuse to accept filings for business entities served by non-compliant agents
Specific Violations Include
- • Failure to maintain required records
- • Cannot be served at registered office address or email
- • Willful violation of any chapter provision
- • Cannot be located at address provided to Secretary of State
Finding and Selecting Registered Agents
Commercial Registered Agent Directory
The Wyoming Secretary of State provides "a roster of Wyoming Commercial Registered Agents on our website."
Important Disclaimer
The Wyoming Secretary of State notes this list "is provided as a service to aid prospective business entities in finding a registered agent. It is not a comprehensive list. Some agents do not want their information to be public. This is neither an advertisement nor public endorsement of any agent appearing on this list."
Due Diligence Required
The state emphasizes "It is the business entity's responsibility to research agents before contracting with one."
Self-Service Options
Individual Service
You may serve as your own registered agent "as long as you are 18 years of age, reside in Wyoming and have a physical Wyoming address."
Business Entity Service
Your S Corporation may designate an officer, director, or another qualifying individual as the registered agent, provided they meet all Wyoming residency and address requirements.
Cost Summary for S Corporation Registered Agents
Filing Fees
| Service | Cost | Authority |
|---|---|---|
| Consent to Appointment (initial) | Included in formation | WY Secretary of State |
| Appointment of New Registered Agent | $5.00 | WY Secretary of State |
| Registered Agent Information Update | $5.00 per entity | WY Secretary of State |
| Resignation of Registered Agent | $5.00 per entity | WY Secretary of State |
Commercial Registered Agent Costs
| Requirement | Cost | Authority |
|---|---|---|
| Annual CRA Registration | $50.00 | WY Secretary of State |
| Late Registration (Dec 1-31) | Additional $50.00 | Wyoming Statute 17-28-106 |
| Late Renewal (after Dec 31) | $500.00 plus administrative costs | Wyoming Statute 17-28-106 |
Professional Service Costs
- • Commercial Registered Agent Services: Typically range from $50-$300+ annually (market rates, not government fees)
- • Attorney Services: Variable based on complexity and additional legal services
Key Contact Information
Wyoming Secretary of State - Business Division
- • Website: sos.wyo.gov
- • Phone: (307) 777-7311
- • Email: [email protected]
- • Address: Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020
- • Registered Agent Information: How to Find (or Become) a Registered Agent
Internal Revenue Service (S Corporation Tax Matters)
- • S Corporation Information: IRS.gov/businesses/small-businesses-self-employed/s-corporations
- • Form 2553 Instructions: IRS.gov/instructions/i2553
U.S. Small Business Administration
- • Business Structure Guide: SBA.gov/business-guide/launch-your-business/choose-business-structure
Special Considerations for S Corporations
State vs. Federal Requirements
State Level: Registered agent requirements are governed entirely by Wyoming state law under Chapter 28 of Wyoming Statutes, regardless of federal tax election.
Federal Level: The IRS S Corporation requirements focus on tax matters and do not address registered agent obligations.
Ongoing Compliance Integration
Annual Reports: Your registered agent will receive state notices regarding annual report requirements, which affect both state good standing and federal S Corporation status continuation.
Legal Documents: Registered agents receive legal documents that may impact the corporation's ability to maintain S Corporation eligibility if not properly addressed.
Professional vs. Self-Service Decision Factors
Professional Service Benefits
- • Ensures compliance with all technical requirements
- • Provides business address privacy
- • Handles legal document receipt during business hours
- • Maintains Wyoming presence for out-of-state corporations
Self-Service Considerations
- • Requires Wyoming residency and physical address
- • Personal responsibility for document receipt and forwarding
- • Must maintain current contact information with state
- • Cost savings for qualifying individuals
Final Recommendation
S Corporation registered agent requirements in Wyoming are mandatory and strictly enforced. Wyoming law provides clear procedures and penalties, making compliance essential for maintaining corporate good standing. Whether choosing professional services or self-service, ensure full understanding of obligations under Wyoming Statutes Title 17, Chapter 28.
Sources: Wyoming Secretary of State, Wyoming Statutes Title 17 Chapter 28, Internal Revenue Service, U.S. Small Business Administration
Last Updated: September 2025