How to File a Wyoming LLC or Corporation Amendment

Everything changes as time goes on. Children grow up. Buildings are built and demolished. Businesses grow and change. So, if you have a Wyoming limited liability company (LLC) or corporation, you should expect to make changes at some point. Many of these will be minor or simple things that you can work out informally with your business partners.

However, some changes will affect the fundamentals of your business and, consequently, require a Wyoming LLC or corporation amendment. In other words, you’ll have to amend your Wyoming Articles of Organization or Articles of Incorporation. Let’s take a look at why you would amend your Wyoming formation documents, what the process looks like, and how we can help.

Amending a Wyoming LLC Articles of Organization

If you need to make changes to a Wyoming LLC, we’ll show you how in this section. But if you need to amend a Wyoming corporation, keep scrolling to the section titled “Amending a Wyoming Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Wyoming, the Articles of Organization are what creates an LLC in the state. Until you file this paperwork, your LLC doesn’t technically even exist. This form asks for a variety of information, including:

• Your LLC name
• Name and address of the registered agent
• Mailing address and principal office address for the LLC (can be the same)
• Name and signature of an organizer
• The registered agent’s consent to appointment
• Any additional provisions you wish to include (as long as they’re permissible by law)

If you need to make changes to most of this information, you’ll need to file the Articles of Amendment. However, you can’t change your LLC’s principal business address or its mailing address, nor can you change its registered agent or registered office. You’ll need separate forms for those, which we’ll discuss later.

Step 2: Identify and gather the information you need to amend

In Wyoming, LLCs use the Articles of Amendment to make changes to their formation paperwork. This form authorizes a variety of changes, such as your business name and any of the provisions you added.

Wyoming law mandates that an LLC Amendment to the Articles of Organization contain:

• The LLC’s full name
• The identifying number(s) of the amended article(s)
• The date that the LLC submitted the original Articles of Organization

It’s helpful to gather all of this information before you start the filing process so you have the correct data on hand.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Wyoming, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information.

Are there penalties if I don’t?

Your LLC must always have updated Articles of Organization. Although you might be tempted to think this is just a bureaucratic rule, it actually makes a lot of sense. For one, it keeps your business’s contact information up to date for public use. Also, keeping your LLC’s Articles of Organization up to date adheres to the state’s compliance and auditing requirements.

There can be significant negative consequences if you fail to keep your LLC’s information updated. LLCs without current Articles of Organization cannot obtain a Wyoming Certificate of Good Standing. A Certificate of Good Standing proves the reputation of your LLC for various third parties (such as banks and vendors). It does this by demonstrating that your business is in compliance with Wyoming’s legal requirements. This is critical for several situations, including:

• Obtaining the services of vendors and contractors 
• Applying for loans and grants 
• Opening a business checking account with a local bank

Therefore, if you can’t get a Certificate of Good Standing, it can seriously limit your business’s development prospects.

Step 3: File your Articles of Amendment with the Wyoming Secretary of State

Now it’s time to file your paperwork. To start, you’ll need to download the “Limited Liability Company Amendment to Articles of Organization” form from the Secretary of State’s website. You’ll fill it in with the information that you gathered in Step 2. Then, you’ll need to mail it or drop it off in person to the Secretary of State’s office; online filing isn’t currently available. You’ll need to submit two copies.

At the time of this writing, this form costs $60 to submit. Once it’s processed, your amendment will go into effect.

As we said earlier, you can’t change your registered agent and/or registered office with an amendment. For that, you’ll need the Appointment of New Registered Agent and Office form, which you can download from the Wyoming Secretary of State website. There’s a $5 fee for this, and it must be submitted by mail or in person. If you’re appointing a new agent, you’ll also need to include a Consent to Appointment by Registered Agent form, which must be signed by the incoming agent.

Another change you can’t make with an amendment is a change of your LLC’s principal address and/or mailing address. This is called an Update Form, and there’s no filing fee for it.

Amending a Wyoming Corporation Articles of Incorporation

Need to make changes to a Wyoming corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Wyoming, the Articles of Incorporation is what formally creates a corporation; until this form is submitted, a corporation doesn’t technically exist. The Articles of Incorporation asks for a variety of information about your business, including:

• The business’s name
• The number of stock shares that the corporation is authorized to issue
• The street address of the business’s initial registered office
• The name of the corporation’s initial registered agent at its registered office
• The name and address of each incorporating individual
• Provisions you wish to add

Generally speaking, if you need to make changes to this information, you’ll need to file the Articles of Amendment. However, there are some exceptions to this. You can’t change your corporation’s principal business address or its mailing address, nor can you change its registered agent or registered office. You’ll need separate forms for those, which we’ll discuss later.

Step 2: Identify and gather the information you need to amend

The Profit Corporation Articles of Amendment is the form you’ll use to make changes to your corporation. You can make a variety of changes, including changing your name, updating the number and class of shares you can issue, and more.

Within your articles, you’ll be asked to provide the following information in your Articles of Amendment:

• Your business’s name (it must exactly match the name included in the Secretary of State’s records)
• The articles that are being amended 
• The date of the amendment’s adoption 
• How the approval impacted the issuance of shares
• Whether the board of directors adopted the amendment with or without shareholder approval (if required by the corporation’s bylaws)

Finally, you’ll need the signature of the board chairman, the business’s president, or one of the corporation’s officers. You’ll also be asked to provide information about how your amendment was approved by your shareholders or directors.  

Gathering this information before you get to the paperwork step helps streamline the filing process.

Step 3: File your Articles of Amendment with the Secretary of State

Next, you’ll file your paperwork. To get started, you’ll need to download the Articles of Amendment from the Secretary of State’s website and fill it out with the information you gathered in Step 2. Then, you can submit it by mail or drop it off in person at the Secretary of State’s office. You must provide two copies of the amendment.

At the time of this writing, there’s a $60 fee for this form. Once the paperwork is processed, your amendment will go into effect.

As we said earlier, you can’t change your registered agent and/or registered office with an amendment. For that, you’ll need the Appointment of New Registered Agent and Office form, which you can download from the Wyoming Secretary of State website. There’s a $5 fee for this, and it must be submitted by mail or in person. If you’re appointing a new agent, you’ll also need to include a Consent to Appointment by Registered Agent form, which must be signed by the incoming agent.

Another change you can’t make with an amendment is a change of your corporation’s principal address and/or mailing address. This is called an Update Form, and there’s no filing fee for it.

If you’re only changing your directors, officers, and/or their addresses, you can instead report those changes by submitting an “Amended Annual Report for Profit and Nonprofit Corporations Only.” This only applies if you already have a Wyoming annual report on file, though. There’s no filing fee for amending the annual report.

Wyoming Restated Articles of Organization/Incorporation vs. Amendments to Articles of Organization/Incorporation

One alternative to amending the Articles of Organization is restating them. Wyoming law grants businesses the ability to restate their Articles of Organization or Incorporation whenever they want. Although a Restatement of the Articles somewhat resembles an amendment, there are differences. Restated Articles work better when you have filed several different amendments over time and want to have all of the changes included in one document. Essentially, it consolidates all the amendments into a single, cohesive document.

Wyoming doesn’t offer a Restated Articles of Organization or Restated Articles of Incorporation form. Instead, you make your own form and specifically state that it’s a restatement to the LLC’s Articles of Organization or your corporation’s Articles of Incorporation in the heading of the document. You can register your Restated Articles of Organization/Incorporation by mail or in person.

Wyoming Amendments vs. Statements of Correction 

Wyoming offers a Statement of Correction for LLCs and Articles of Correction for a corporation. It’s best to file one of these forms when you become aware that some of the information in your Articles of Organization or Articles of Incorporation is inaccurate. However, a Statement of Correction is used to correct errors, not reflect changes in your business.

You can download either a Limited Liability Company Statement of Correction or a Profit Corporation Articles of Correction from the Wyoming Secretary of State website and submit it in person or by mail. The filing fee for both forms is $60 as of this writing. 

We can help!

It’s just a matter of time before you need to amend your Articles of Organization or Articles of Incorporation. When that happens, you’ll want to make the change as smoothly and as quickly as possible. 

We can help you minimize the stress of handling paperwork in the Cowboy State. With our Wyoming amendment service, you can make the needed changes to your business’s formation documents. We also offer our Worry-Free Compliance service, which has several really helpful features. We’ll alert you when essential filing deadlines are coming up. We’ll also give you a hand with your annual filings. On top of that, the Worry-Free Compliance service includes two free amendments every year. You only need to pay the filing fees. Our service also offers you a thorough plan of action to follow if your LLC ever falls out of good standing with the state.