The ground that actually bites

Subparagraph (D) is the one that reaches an ordinary Wyoming homeowners association, and its mechanism is worth reading closely. Dissolution can be triggered “following notification by the registered agent.” The agent is not merely a mailbox in this scheme; it is a reporting channel into the Secretary of State.

Wyoming registered agents are regulated under Title 17, chapter 28. W.S. § 17-28-108 gives the Secretary of State an examination power over an agent’s records, and (D) hangs off it. A Wyoming association that uses a commercial registered agent — which most incorporated associations without a permanent office do — has put the accuracy of what it tells that agent inside the dissolution machinery.

Subparagraph (C), foreign-adversary control, is unlikely to reach a residential association, and is reported here for completeness because it amended the same paragraph.

What was already there, and is still the common failure

Neither 2025 act touched the two long-standing grounds that actually dissolve Wyoming associations:

• W.S. § 17-19-1420(a)(iv) — failure to deliver the annual report or pay the annual licence tax.
• W.S. § 17-19-1420(a)(i)–(ii) — loss of a registered agent or registered office.

The Secretary of State’s stated timetable is unforgiving in one specific respect. The annual report is due on the first day of the corporation’s anniversary month and becomes delinquent on the second day of the following month; if it is not filed within 60 days after the due date, the entity is administratively dissolved. Online reinstatement is available for an entity dissolved within the past two years with no other delinquencies, and past that point, in the Secretary of State’s own words, “Wyoming statutes do not allow for reinstatement after two (2) years in an administratively dissolved standing.”³

The nonprofit annual report fee is $25, flat — nonprofits do not pay the asset-based licence tax that profit corporations and LLCs pay. Reinstatement for tax is $25; reinstatement for having no registered agent is $150.

Why dissolution is not a paperwork problem in Wyoming

In August 2025 the Wyoming Supreme Court decided Conger v. AVR Homeowner’s Association, Inc., 2025 WY 91, in which an association administratively dissolved by the Secretary of State on September 9, 2011 continued to record covenants and enforce them for more than a decade. The Court held that “a dissolved HOA lacks the capacity to create new covenants or to engage in ongoing governance or enforcement activities, except to the limited extent permitted during the statutory winding-up process,” and that a successor entity “may enforce restrictive covenants only if it demonstrates a valid and continuous chain of authority originating with the original declarant,” with the burden of proof on the association.⁴

The winding-up limit is W.S. § 17-19-1406(a). Wyoming has no comprehensive HOA statute, so for an incorporated association the Nonprofit Corporation Act supplies its legal existence, and § 17-19-1420 is the section that can remove it. The two new grounds added in 2025 are additions to a list whose consequences a Wyoming court has now spelled out.

The record is public

An entity’s standing, its registered agent and its filing history are searchable free at the Secretary of State’s business portal, and a certificate of good standing is free online (the paper certificate is $20).