Wyoming — Corporate Income / Franchise Tax

Wyoming does not impose a corporate income tax. The state's corporate income tax rate is 0%, and no corporate income tax revenue has been collected by the state.

This absence of a corporate income tax is anchored in the Wyoming Constitution. Article 15, Section 18, adopted in 1974, provides that "No tax shall be imposed upon income without allowing full credit against such tax liability for all sales, use, and ad valorem taxes paid in the taxable year by the same taxpayer to any taxing authority in Wyoming." In practice, this constitutional requirement to credit all sales, use, and property taxes against any income tax liability has made income taxation economically unworkable in Wyoming, and the legislature has never enacted a corporate income tax statute.

Corporations formed or doing business in Wyoming remain subject to federal corporate income tax and to income or franchise taxes in other states where they have nexus.

Source: Wyo. Const. art. 15, § 18; Wyoming tax structure (Wyo. Legislature, June 2025)

Wyoming imposes an annual license tax on every corporation organized under Wyoming law and every foreign corporation authorized to do business in the state, except banks, insurance companies, and savings and loan associations. The tax is $60 or two-tenths of one mill on the dollar ($0.0002) of the corporation's capital, property, and assets located and employed in Wyoming, whichever is greater. Corporations must file an annual report and pay the tax on or before the first day of their registration anniversary month each year.

Source: Wyo. Stat. § 17-16-1630(a)

A foreign corporation must obtain a certificate of authority from the Secretary of State before transacting business in Wyoming. Once authorized, the foreign corporation becomes subject to the annual license tax under Wyo. Stat. § 17-16-1630. Wyoming law does not define "transacting business" affirmatively but instead lists activities in § 17-16-1501(b) that do NOT constitute transacting business, including maintaining or defending lawsuits, holding board or shareholder meetings, maintaining offices for securities transfers, soliciting orders that require acceptance outside Wyoming, creating debt, securing debts, conducting isolated transactions, and transacting business in interstate commerce.

Source: Wyo. Stat. § 17-16-1501

The Wyoming Secretary of State may administratively dissolve a corporation for failure to deliver its annual report or pay the annual license tax when due. The Secretary of State serves written notice of the grounds for dissolution; if the corporation does not cure the deficiency within sixty days after service of notice, the Secretary administratively dissolves the corporation. A corporation may seek reinstatement within two years of dissolution by filing past-due reports, paying delinquent fees and taxes, and paying a reinstatement certificate fee.

Expansion of dissolution grounds (effective July 1, 2025): Effective July 1, 2025, the Wyoming Legislature amended Wyo. Stat. § 17-16-1420 to expand the grounds for administrative dissolution. In addition to failure to file the annual report or pay the annual license tax, a corporation may be administratively dissolved if, as determined by the Secretary of State: (1) it is owned or controlled by a "designated foreign adversary" as defined under federal law and lacks CFIUS approval; or (2) it submits false or fraudulent information to its registered agent, as discovered during examination or notification. These new grounds are set out in § 17‑16‑1420(a)(vi)(D) and (E).

Otherwise, the procedures for notice, cure, dissolution, and reinstatement remain the same. The new provisions supplement, but do not replace, the standard failure-to-file/failure-to-pay triggers, which continue to apply and remain common dissolution causes.

Source: Wyo. Stat. § 17-16-1420; Wyo. Stat. § 17-16-1421; Wyo. Stat. § 17-16-1422; 2025 Session Laws, Ch. __ (effective July 1, 2025)

The annual license tax is computed on the corporation's "capital, property and assets located and employed in the state of Wyoming." The Wyoming Secretary of State has published rules that define this phrase and specify how corporations must calculate the asset base.

Starting point: total assets from the balance sheet

Capital, property, and assets means "total assets" from the company's balance sheet, similar to line 15 of Schedule L of IRS Form 1120 or 1120S, for the year most recently ended. The definition expressly excludes the value of the corporation's stock, net worth, or net equity—it is a gross-asset measure, not a net-asset measure.

Three mandatory exceptions for Wyoming-assessed property

Corporations must substitute assessed value for balance-sheet value in three categories of assets:

1. Depreciable assets (line 10 of Schedule L): Use the assessed value for any asset that has an assessed value—typically buildings or improvements subject to Wyoming ad valorem tax as shown on the annual assessment schedule prepared by the county assessor. For depreciable assets with no assessed value, use balance-sheet value less accumulated depreciation. Depreciation may not be deducted from assessed value.

1. Depletable assets (line 11 of Schedule L): For depletable assets such as soda, coal, mineral oil, silver, or gold, use the assessed value of the gross product from the mine or mining claim, as reported on the Wyoming Department of Revenue annual gross products tax return, not the balance-sheet value.

1. Land (line 12 of Schedule L): Use the assessed value, not the balance-sheet value.

"Assessed value" is defined as the taxable value of an asset subject to a Wyoming ad valorem tax under Wyo. Stat. § 39-11-101(a)(i), as shown on the annual assessment schedule prepared by the county assessor.

Multistate corporations: Wyoming assets only

A corporation whose assets are located both in Wyoming and in other states must use balance-sheet values (with the three exceptions above) for assets located in Wyoming only, not its total worldwide or nationwide assets. A corporation whose entire assets are in Wyoming uses the full total-assets figure.

Tax computation

Once the asset base is determined, the tax is $60 or two-tenths of one mill on the dollar ($0.0002) of the asset figure, whichever is greater. In practice, any corporation with Wyoming assets below $300,000 pays the $60 minimum; above that threshold the asset-based calculation applies.

Financial reporting date

Financial information in the annual report must be current as of the end of the corporation's fiscal year immediately preceding the date the annual report is executed on behalf of the corporation.

Confidentiality of the worksheet

The asset calculation worksheet (Appendix 1 to the Secretary of State's rules) is incorporated by reference in the rules and is not a public record under Wyo. Stat. § 16-4-203(d)(v). The worksheet itself is not disclosable to the public, though the figures submitted on the annual report form are public information.

Source: Wyo. Stat. § 17-16-1630(a), (b), (c); Annual Report and License Tax Rules (Wyo. Sec'y of State)

Wyoming corporations must file their annual report and pay the annual license tax on or before the first day of their anniversary month—the month in which the corporation was originally incorporated (for domestic corporations) or obtained its certificate of authority (for foreign corporations). This anniversary-based system means that different corporations have different annual due dates, unlike states that impose a single uniform deadline.

How the anniversary month rule works

If a domestic corporation filed its articles of incorporation on June 15, its annual report is due June 1 of every subsequent year. If a foreign corporation obtained its certificate of authority on October 22, its annual report is due October 1 of every year. The due date is always the first day of the month in which the initial filing occurred, regardless of the day within that month on which the entity was formed or authorized.

To determine the anniversary month for a specific corporation, practitioners should search the Wyoming Secretary of State's business entity database at wyobiz.wyo.gov and locate the "Initial Filing" date in the entity record. That date's month controls.

Early filing permitted

Wyoming permits early filing up to 120 days (approximately four months) before the due date. A corporation whose annual report is due June 1 may file as early as February 1. The online portal tracks which annual periods have been paid and prevents duplicate filings.

No extensions

Wyoming does not grant extensions for annual report filings. The anniversary-month due date is fixed by statute, and there is no mechanism to extend it. Federal income tax extensions (such as IRS Form 7004) do not apply to Wyoming's state annual report requirement.

Delinquency and administrative dissolution timeline

A corporation becomes delinquent immediately after the due date passes—on the second day of its anniversary month, if the annual report and license tax have not been filed. At this point, the Secretary of State is authorized to serve written notice of impending administrative dissolution for noncompliance. The corporation then has 60 days from the date service of notice is perfected (as described in Wyo. Stat. § 17-28-104) to cure the deficiency and avoid dissolution. This means the cure period is measured from the service of notice, not from the due date. If the deficiency remains uncured 60 days after service, the Secretary may dissolve the corporation administratively per Wyo. Stat. § 17-16-1421(b).

Wyoming does not impose a monetary late fee for filing after the due date but before administrative dissolution. The penalty for missing the deadline is the loss of good standing and, if not cured after notice, administrative dissolution.

Reinstatement after dissolution

A corporation that has been administratively dissolved for failure to file may seek reinstatement within two years of the effective date of dissolution by filing all past-due annual reports, paying all delinquent license taxes, and paying a reinstatement fee.

Foreign corporations use Wyoming qualification date

For foreign corporations authorized to do business in Wyoming, the anniversary month is determined by the date the corporation obtained its Wyoming certificate of authority, not the date it was originally incorporated in its home state.

Source: Wyo. Stat. § 17-16-1630(a); Wyo. Stat. § 17-16-1420; Wyo. Stat. § 17-16-1421(b); Wyo. Stat. § 17-28-104; Wyoming Secretary of State FAQ—Business Entities

A foreign corporation transacting business in Wyoming without first obtaining a certificate of authority is subject to several interlocking statutory consequences, all delineated in Wyo. Stat. § 17-16-1502 (as codified through 2025).

Bar on maintaining actions in Wyoming courts (subsections (a), (b), (c)):

• A foreign corporation doing business without a certificate may not maintain any proceeding in a Wyoming court until it obtains authority (§ 17-16-1502(a)).
• This restriction also applies to successors or assignees on claims derived from the unauthorized business (§ 17-16-1502(b)).
• If such a corporation attempts to bring a proceeding, courts may stay the action until the corporation obtains a certificate and pays all liabilities under the statute (§ 17-16-1502(c)).

Monetary penalties and fees (subsection (d)):

• The foreign corporation is liable for all fees and license taxes that would have been imposed if it were properly authorized, plus interest at 18% per year, a civil penalty of $5,000, and reasonable costs of audit/collection—including attorney fees.
• The Secretary of State may withhold the certificate until these are satisfied, and the Attorney General may bring an action to collect them.

Effect on contracts and defenses (subsection (e)):

• The failure to qualify does not impair the validity of the corporation’s contracts or prevent the corporation from defending itself in Wyoming courts. Its other acts remain valid.

Statutory text does not by itself define "transacting business" here; see § 17-16-1501 for exclusions.

Source: Wyo. Stat. § 17-16-1502

Wyoming’s annual license tax statute contains a special carveout for corporations "engaged in the public calling of carrying goods, passengers or information interstate." Under Wyo. Stat. § 17-16-1630(b)(ii), only the portion of their capital, property, and assets located and employed in Wyoming and used in intrastate business is included when calculating the license tax base. Assets used exclusively for interstate commerce are excluded.

Scope and who qualifies The statute does not define the term "public calling" or specify which business types qualify, nor does it provide examples of covered industries. There is no Wyoming regulation, published guidance, or case law further interpreting this phrase as of June 2026. The exemption applies as written to corporations that are both (1) engaged in the public calling of carrying goods, passengers, or information interstate, and (2) have qualifying assets in Wyoming used for intrastate business.

How the exemption applies For corporations that qualify, only capital, property, and assets both located in Wyoming and used in intrastate activities must be included in the license tax calculation. Assets used exclusively for interstate operations are not taxed.

Documentation and allocation Wyoming statutes and regulations are silent on procedures for distinguishing between intrastate and interstate asset use for these purposes. There is no prescribed allocation formula or record-keeping methodology in Wyoming law as of June 2026. No administrative rules, bulletins, or published case law exist to clarify these points. In the absence of such authority, how a corporation demonstrates or allocates asset use remains unresolved in published law.

Source: Wyo. Stat. § 17-16-1630(b)(ii)

Wyoming law does not provide for proration or reduction of the annual corporation license tax based on a corporation only existing or being authorized for a portion of a year. Under Wyo. Stat. § 17-16-1630(a), the license tax is imposed on "every year or part of a year" in which a domestic corporation is incorporated, or a foreign corporation is authorized to do business in Wyoming. The statute specifies that the tax must be paid on or before the first day of the corporation's anniversary month each year, with no provision for a pro-rated computation if a company incorporates or dissolves partway through the year.

Thus, if a corporation is incorporated or qualified at any time during a year, or if it dissolves or withdraws at any point in that year, the full annual license tax is owed for that year. Wyoming statutes and publicly available Secretary of State rules as of June 2026 contain no exception from this treatment, and there is no mention in primary authority of a refund or adjustment mechanism based on short-year or partial-year corporate existence.

This "full-year, no-proration" rule applies equally to newly formed corporations and to those dissolving, withdrawing, or being administratively dissolved at any time during an annual cycle. The only statutory standard is for "each year or part of a year" in which the corporate charter or authority is in effect.

Source: Wyo. Stat. § 17-16-1630(a)

Wyoming state law does not authorize any city, county, or other local government to levy a local income tax, franchise tax, or business privilege tax on corporations. The Wyoming Constitution provides that municipal tax powers must "be in conformity with general laws of the state" (Wyo. Const. art. 13, § 1(a)), and Wyoming statutes governing municipal and county powers enumerate the taxes that local governments can impose—such as property tax, special improvement district assessments, and local option sales/use taxes—but do not grant authority for any tax measured by corporate income or corporate privilege.

Constitutional and statutory basis

• Article 13, Section 1(a) of the Wyoming Constitution restricts municipal taxing powers to what is allowed by general law, without authorizing income-based or franchise taxes.
• Wyo. Stat. § 15-1-103 (municipalities) and Wyo. Stat. § 18-2-101 (counties) set out the types of taxes and assessments permitted at the local level; neither section mentions or authorizes an income, franchise, or privilege tax.

Effect: no local corporate income or franchise tax Because there is no state-level enabling authority, cities and counties in Wyoming do not and cannot impose their own local corporate income, franchise, or business privilege taxes. The only corporate tax of this type imposed in Wyoming is the annual license tax under Wyo. Stat. § 17-16-1630, which is statewide and not administered or levied by local governments.

Source: Wyo. Const. art. 13, § 1(a); Wyo. Stat. § 15-1-103; Wyo. Stat. § 18-2-101; Wyo. Stat. § 17-16-1630

Unable to confirm as of 2026-06-18.