Wyoming Statutes

Wyo. Stat. § 17-16-1502 (2026)

Consequences of transacting business without

✓ current as of May 2026

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authority.

     (a) A foreign corporation transacting business in this
state without a certificate of authority may not maintain a
proceeding in any court in this state until it obtains a
certificate of authority.

     (b) The successor to a foreign corporation that transacted
business in this state without a certificate of authority and
the assignee of a cause of action arising out of that business
may not maintain a proceeding based on that cause of action in
any court in this state until the foreign corporation or its
successor obtains a certificate of authority.

     (c) A court may stay a proceeding commenced by a foreign
corporation, its successor or assignee until it determines
whether the foreign corporation or its successor requires a
certificate of authority. If it so determines, the court may
further stay the proceeding until the foreign corporation or its
successor obtains the certificate.

     (d) A foreign corporation which transacts business in this
state without a certificate of authority shall be liable to this
state, for the years or parts thereof during which it transacted
business in this state without a certificate of authority, in an
amount equal to all fees and license taxes, plus interest of
eighteen percent (18%), which would have been imposed by law
upon such corporation had it duly applied for and received a
certificate of authority to transact business in this state as
required by this act and thereafter filed all reports required
by law, and in addition shall be liable for a penalty in the
amount of five thousand dollars ($5,000.00), reasonable audit
expenses and reasonable attorney fees. The secretary of state
may refuse to issue a certificate of authority until all taxes,
fees, interest, expenses and penalties due under this section
have been paid to him. The attorney general may collect all
penalties and other sums due under this subsection.

     (e) Notwithstanding subsections (a) and (b) of this
section, the failure of a foreign corporation to obtain a
certificate of authority does not impair the validity of its
corporate acts or prevent it from defending any proceeding in
this state.

Notes of Decisions

Cited in 1 case, 1990–1990 · leading case: Waterworks Indus., Inc. v. Aplex Indus., Inc., 802 P.2d 894 (Wyo. 1990).

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Waterworks Indus., Inc. v. Aplex Indus., Inc., 802 P.2d 894 (Wyo. 1990). · cites it 6× “On March 22, 1990, Waterworks, relying on its president’s affidavit, filed a motion to dismiss or stay the proceedings, asserting that Aplex was barred from maintaining the enforcement action because it did not possess a certificate of authority to do business in the state as…”

— Wyo. Stat. § 17-16-1502(a) — 1 case

Waterworks Indus., Inc. v. Aplex Indus., Inc., 802 P.2d 894 (Wyo. 1990). “On March 22, 1990, Waterworks, relying on its president’s affidavit, filed a motion to dismiss or stay the proceedings, asserting that Aplex was barred from maintaining the enforcement action because it did not possess a certificate of authority to do business in the state as…”

— Wyo. Stat. § 17-16-1502(e) — 1 case

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