​Hi everyone,

​I’m a Cross-Border Tax Strategist based in Mexico, working mostly with US entities owned by non-residents. I recently handled a case that I see way too often in this sub, so I wanted to share the exact protocol I used to fix it. Hopefully, this saves someone a few thousand dollars in legal fees.

​The Situation:

A client came to me with a Wyoming LLC formed in mid-2024.

• ​Status: "Administratively Dissolved" (The state killed it because they missed the Annual Report).
• ​IRS Status: They had never filed Form 1065 (Partnership Return), meaning they were facing the dreaded IRC 6698 penalty ($220 per partner, per month). For a 2-partner LLC delayed by ~8 months, that’s a $3,520 bill.

​Here is the exact 3-Step Protocol I used to bring it back to life and shield it from the IRS, all in one morning.

​Step 1: The State Rescue (Wyoming Reinstatement)

​Many people think a "Dissolved" LLC is gone forever. In Wyoming, you can revive it instantly if you catch it within 2 years.

• ​The Fix: We didn't pay a lawyer. We went straight to the Wyoming Secretary of State website (wyobiz.wyo.gov).
• ​The Action: Selected "File Reinstatement".
• ​The Cost: We paid the missing $60 Annual Report fee + a roughly $50 Reinstatement fee. Total was under $120 USD.
• ​Result: The status flipped to "Active" immediately. The "Corporate Veil" (liability protection) was restored retroactively.

​Tip: Check your Registered Agent status first. If they resigned due to non-payment, pay them before filing the reinstatement, or the state will reject you.

​Step 2: The Federal Shield (IRS Penalty Abatement)

​This is where most DIY owners panic. They file the late return and get a bill for thousands.

• ​The Strategy: We prepared the 2024 Form 1065 (Partnership Return). Since the business had no activity, it was a "Zero Return".
• ​The Secret Weapon: We utilized Revenue Procedure 84-35 (The Small Partnership Exception).
  • ​What it says: If you are a domestic partnership with 10 or fewer partners (natural persons), and everyone reported their share of income (even if it's zero) on their personal returns, the IRS cannot penalize you for failure to file the partnership return.
• ​The Execution: We filed the return via Certified Mail (since e-file was closed/tricky for prior years) and are prepared to respond to any automated penalty notice with a simple letter citing Rev. Proc. 84-35.

​Step 3: The "Future-Proofing"

​To prevent this from happening again, we:

1. ​Set up calendar alerts for the Wyoming Annual Report (Due on the first day of the anniversary month).
2. ​Verified the Operating Agreement allowed for the specific business activities (Consulting/Logistics) to avoid "piercing the veil" issues later.

​TL;DR:

If your LLC is dissolved, don't pay a "rescue firm" $500 to click a button. Go to the state website, pay the reinstatement fee, and ensure you use the Small Partnership Exception when dealing with the IRS to avoid late filing penalties.

​Happy to answer any questions about Wyoming structures or US compliance for foreign owners in the comments!