Forming an LLC in Wyoming can be a great way to protect your assets. There are a few steps that need to be followed in order for your business entity to be recognized as a limited liability company by the Wyoming Secretary of State.
After a decade of experience as a business consultant specializing in LLC formation, I’ll share with you a complete guide on how to start a Wyoming limited liability company.
I’ve consulted our panel of LLC experts and attorneys in the state to provide all pertinent information with regard to state laws and legal paperwork.
Quick Summary:
- To start an LLC in Wyoming, choose an available business name, hire a registered agent, file the articles of organization and draft an operating agreement.
- Once the LLC has been approved and registered by the Wyoming Secretary of State, you need to obtain an EIN, acquire licenses applicable to your company and open a business bank account.
- The benefits of forming an LLC include personal asset protection, single taxation, flexible management structure and easy to form.
How to Start an LLC in Wyoming
To start an LLC in Wyoming, comply with statutory requirements and file the legal documents with the Wyoming Secretary of State.
Step 1: Choose a Wyoming LLC Name
When choosing a Wyoming LLC name, the first step is to verify that it is not currently used by another limited liability company in the state. This may be accomplished by conducting a business entity name search with the Secretary of State’s website.
Once you find an available name, you have the option to reserve it with the same agency by filing a name reservation form and paying a $60 fee.
The state of Wyoming has the following guidelines when naming a limited liability company:
- The name of the company should be distinguishable from other LLCs or business entities
- The name of the LLC should not end with “corporation,” “incorporated” or their abbreviated counterparts.
- The name should be followed by the phrase “Limited Liability Company” or its abbreviated form, “L.L.C. or LLC”.
- Words associated with government agencies like “Federal,” “Treasury” or “Bureau” should not be included in the LLC’s name.
- The words “bank,” “insurance” or “trust” should be avoided to prevent ambiguity [1].
Step 2: Appoint a Registered Agent
A Wyoming registered agent is a person or company you appoint to provide official service of process and receive documentation on behalf of your LLC. For this reason, the registered agent should have a physical address within the state.
Typically, the individual or company should be reachable during regular business hours to conduct specific duties in behalf of the limited liability company.
The main function of a registered agent is to accept and acknowledge legal documents from government agencies.
The cost of registered agent services starts at $40 per year, but this can vary depending on the company you choose.
In some cases, your LLC's registered agent may be able to offer other services like business compliance or even financial planning—if they do, then their price will reflect that added benefit.
Step 3: Write The Wyoming Articles Of Organization
The LLC Articles of Organization makes your company official and recognized by the Secretary of State.
You can draft your own document or use an online template for your Articles of Organization.
The state fee for filing is currently $100 plus any county fees or a $2 additional fee if you file your Articles of Organization online. Visit our page for more information about the cost to start a Wyoming LLC.
The Wyoming LLC Articles of Organization contain basic company information such as the following:
- Name of your LLC
- Business address
- Registered agent
- Names and addresses of members
- Name of the organizer
- Purpose and nature of the business
- Effective date
Step 4: Create a Wyoming LLC Operating Agreement
An operating agreement is an internal document of the LLC that outlines the general provisions of the company. In essence, the operating agreement is a binding contract between all the members of the LLC.
An operating agreement is not required under Wyoming law but is highly advisable to draft to serve as an official business guideline for the company.
The LLC operating agreement, to be effective, should include the following provisions:
- The ownership interest of each member
- The scope of the rights and duties of managers and members
- The management structure of the company
- The allocation of profits and losses among members
- The rules on conducting meetings and resolving votes
- The protocol for transfer of ownership, admitting members, retirement or death [2]
Step 5: Obtain an EIN
An Employer Identification Number (EIN) is issued by the Internal Revenue Service (IRS) to newly-established businesses in the state for the purpose of tax administration.
An EIN is required if your limited company plans to hire employees or open an LLC bank account.
You can obtain an EIN online, by fax or phone and will receive confirmation once your number has been issued.
When applying, provide your business name, its primary address, and the mailing address of the registered agent.
Step 6: Obtain Business Licenses
Business licenses are required for all industries in Wyoming. The state requires two separate licenses, a business privilege tax certificate and an employer identification number (EIN).
Federal license requirements are available on the U.S. Small Business Administration website. The licenses for the state are available on the Secretary of State's website.
Wyoming LLC Taxes
The tax structure for a limited liability company in Wyoming is defaulted to be taxed as a sole proprietorship.
LLCs do not pay taxes at the federal level, but they are required to file and pay taxes on individual tax returns.
Income from an LLC is subject to taxation in your personal capacity if you have chosen that status for your business, which means it will only be taxed once.
In this case, however, Wyoming allows losses incurred by corporations up until their formation date to offset gains from other businesses or sources.
This includes sole proprietorships and partnerships, which can help save money down the road when filing returns with both entities together at tax time.
Corporate income tax is applicable if an LLC chooses to be taxed as a C-Corporation.
The federal government also imposes an income tax on corporations and companies that do business within their jurisdiction.
Wyoming LLCs operating in other states will be subject to this taxation as well if they choose to incorporate federally with the IRS (Internal Revenue Service).
State income tax rates are based on federal income tax rates, so an LLC that is exempt from paying corporate taxes at the federal level will not have to pay state corporate income taxes.
Sales tax is applicable if an LLC is registered to collect and remit taxes on sales made by the company. If your LLC sells goods or services that are subject to taxation, you will need to file separate state sales tax returns.
If your LLC is registered in Wyoming and does not have any employees or operate a business outside of the company itself, it is exempt from paying unemployment taxes. However, if you have employees, you will need to pay unemployment taxes.
Similar to federal income tax, a Wyoming LLC has a default tax status at the partnership level for property and capital gains taxes.
This means that there is no separate entity taxation in this state. If your company's profits are distributed among members using an LLC agreement, these earnings would be subject to self-employment taxes for each.
The details about tax requirements are available on the Wyoming Department of Revenue website.
What is a Wyoming LLC?
A limited liability company is a structure that combines the features of both a corporation and an LLC.
While an LLC provides limited liability protection, as corporations do, it also allows for pass-through taxation (like in traditional sole propriety companies).
A Wyoming LLC is treated as a domestic company under state laws, but it can be considered to have foreign status under federal law.
This means that the members are not liable for debts or other obligations incurred by the company outside of their activities within its business framework.
The Benefits of Wyoming LLC
A Wyoming limited liability company (LLC) provides liability protection and tax benefits to LLC owners (members). Wyoming LLCs also protect members' assets from business finances and liabilities.
1. Pass-Through Taxation
A Wyoming LLC is a pass-through entity for income tax purposes, meaning the company itself does not pay taxes on its profits.
Instead, the individuals who own interests in the company are responsible for reporting their share of any taxable income or loss generated by the organization.
This means all profits or losses flow through directly to each member's individual state tax return.
2. Less Structured
Wyoming LLCs do not have to hold annual meetings or keep formal minutes either—instead, they only need to record decisions made by unanimous written consent.
They may be required to file an LLC annual report in Wyoming with the secretary of state, but other than that, there are no additional taxes or fees required.
3. Flexible Management Structure
Wyoming LLCs can be owned by individuals (natural persons) and other companies. They also have the option of choosing to become member-managed or manager-managed LLCs depending on their needs.
There is only one class of membership in an organization, too, which makes it easy for everyone involved because each person has equal rights and privileges within the company itself.
4. Easy to Form
Beginning an LLC in Wyoming takes less time than forming most other business entities—the entire process should not take longer than a few business days. After all, most of the process involves the Secretary of State.
Read more about LLC processing time in Wyoming.
Wyoming LLC FAQs
Does Wyoming have a Series LLC?
Wyoming has series LLC, it recently enacted a law allowing for the formation of the business structure.
How Do I Transfer Ownership of an LLC in Wyoming?
You can transfer ownership of an LLC in Wyoming by filing an amendment to the Articles of Organization and making a new operating agreement. The document has to be filed with the Wyoming Secretary of State, along with the filing fee of $100.
Can I Change the Name of My LLC in Wyoming?
You can change the name of your LLC in Wyoming by filing a name change application in the Articles of Amendment with the Wyoming Secretary of State. It will require a filing fee of $60.
What Is a Foreign LLC in Wyoming?
A foreign LLC in Wyoming is an LLC formed by an out-of-state or foreign business entity. A foreign LLC has special requirements before they can become LLC owners. A filing fee of $150 is required to register a foreign LLC in the state.
Can I Write My Own LLC Operating Agreement?
You can write your own LLC Operating Agreement, but you have the option to employ or to seek legal consultation.
How Do I Add a Bank Account to My LLC in Wyoming?
You can add a bank account to your LLC in Wyoming once you have your Operating Agreement approved and registered.
Keep in mind that you will need an EIN and potentially business licenses too.
Does Wyoming Recognize Single-Member LLC?
Wyoming recognizes single-member LLC and multi-member LLCs. Single-member LLCs are formed similar to a multi-member LLC and offer the same benefits.
Does Wyoming LLC Need Business Insurance?
A Wyoming LLC needs a business insurance if the nature of the business needs to protect their LLC assets.
Are Wyoming LLCs Anonymous?
Wyoming LLCs can be anonymous by appointing a Wyoming registered agent willing to act as the organizer. This way, the members and managers do not need to be listed on the company’s articles of organization.
Does Wyoming Allow Expedited Processing for LLCs?
Wyoming does not allow expedited processing for LLCs since the online filings are approved immediately. The LLC formation can take up to fifteen days but may be processed faster depending on the volume of filings coming in the Wyoming Secretary of State.
Does Wyoming Have a PLLC?
Wyoming has a PLLC (Professional LLCs) and allows accountants, doctors and lawyers to form an LLC. There are certain steps to be undertaken to keep the business legitimate.
Starting an LLC in Wyoming
Starting an LLC in Wyoming involves specific steps and necessary documents to complete.
This article has provided you with the basic procedure on how to go through in order to make sure your business is legally sound and protected by law.
If you have any questions about what we have covered, do not hesitate to reach out for help from an attorney who specializes in small businesses or startups.
Another good alternative is ZenBusiness, a company we personally trust and recommend.
Our #1 Recommendation
ZenBusiness
