A Limited Liability Company is a US-based business structure designed for start-ups and small to medium-sized businesses. LLC reduces the risk factor and increases flexibility by offering personal liability protection to a business organization with the pass-through taxation of a sole proprietorship or a partnership.
Why form an LLC in Wyoming?
Wyoming LLC provides significant benefits and legal protection.
Wyoming LLC benefits include:
- No state income tax on LLC
Note: Income tax is applicable where the money is made irrespective of the state where LLC is formed. If your business functions in states other than Wyoming, then the income generated in another state can be taxed according to the respective state laws.
- Wyoming LLC fees for formation and compliance are very minimal ($50 annual fee) compared to states like Nevada($350 annual fee) or California($800 annual fee).
- Enhanced protection from business liability for individual members
- Protective charging order laws even for single owners of LLC
Things to keep in mind before forming LLC in Wyoming:
- The court has discretion on legal disputes. The Wyoming state laws may not be applicable if your business has a presence in another state.
- Tax advantages registered under Wyoming law are not the default laws. The tax laws of the state where your business undertakes will be applicable.
- You may have to pay charges/taxes(both domestic and foreign LLC charges) of two states if Wyoming isn’t your domestic state.
Starting an LLC in Wyoming with five simple steps:
Step 1: Name your Wyoming LLC
Choosing an appropriate company name is the first step to begin with. Be sure to choose a name that is easily accessible to potential clients and fulfills the requirements mentioned in Wyoming State law guidelines.
1. Follow the below guidelines:
- Your name must be unique and distinguishable from any already registered domestic or foreign entity in the state of Wyoming.
- Your name must contain the phrase “limited liability company,” “Limited Company,” or one of its abbreviations: “LLC,” “L.L.C.,” ”LC,” or “L.C.,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or “Limited Liability Co.”
- Your name should not contain business entity identifiers such as “incorporated,” “corporation,” “limited partnership,” or the abbreviations of these words: “LP,” “Corp.,” “Inc.,” “Ltd.,” or “L.P.” if the business is not actually incorporated.
- Your name cannot include words that imply a government agency such as FBI, Federal, etc.
- Your name should not mislead the public by implying any purpose other than stated in its Article of Organization.
- Restricted words such as insurance, attorney, etc., cannot be used unless you are legally authorized to operate as such, or a licensed individual such as a lawyer is a part of your LLC.
2. Availability of the desired name – To make sure that your desired name is available, you can do preliminary research on the Wyoming Secretary of State website.
3. Accessibility to the suitable URL – Before settling on a name, make sure your business name is available on the web domain, and it translates easily to the domain name of your company’s website. You may not want it at present, but the internet has a wide range of potential clients. We recommend you buy the URL before to avoid any discrepancy in the future.
You can reserve an available name if you do not want to register it right away. This is done by filing an “Application for Reservation of Name” and paying a $50 fee to the Wyoming Secretary of State. The name gets reserved for 120-days.
1. Do I need DBA or Fictitious Name Registration for my business in Wyoming?
It is not obligatory to register a DBA name in Wyoming. However, if you do business with a name other than the one registered in your articles of organization, you will want to officially ascertain your right over it to avoid any deceptive similarity. You can do it by filing an ‘Application for Registration of Trade Name’ and paying $100 to the Secretary of State via mail. Processing time takes 3-5 business days.
2. Can DBA be filed online in Wyoming?
Step 2: Choose a registered agent
First, you need to understand what is a registered agent. A registered agent is a person or business entity that has been designated by the LLC to receive service of process, necessary tax forms, legal documents, and government correspondence on behalf of your business. The registered agent acts as the point of contact between your business and the State.
All LLCs in Wyoming are required to have a registered agent who will be available during conventional business hours at his address. Your registered agent must have a physical street address in Wyoming or be an entity authorized to transact business in the state.
An individual with a P. O. Box as the only address cannot serve as a registered agent. Wyoming law allows you to change a registered agent at any time by filing a “Change of Registered Agent form.”
Benefits of a registered agent:
- Ensures private receipt of legal documents and lawsuits, keeping you in good standing
- All-time availability during conventional business hours
1. Can I be my own registered agent in Wyoming?
Yes, any individual, including yourself, can become a registered agent for your Wyoming LLC as long as you are 18 or above, have a physical address in the state, and are available during conventional business hours.
Step 3: File the Wyoming Articles of Organization
To officially register your Wyoming LLC, you will need to file the Articles of Organization with the Wyoming Secretary of State. A Consent to Appointment signed by your Registered Agent will be filed along with the articles of the organization. This document briefs the government about your venture and can be filed online by paying $102 or via postal mail by paying $100 to the Secretary of State. An online account has to be created if filing online.
A foreign LLC needs to be filed if you are expanding your existing LLC to Wyoming. A certificate of good Standing/Existence issued by your home state within 60 days from when you filed for foreign registration with the Wyoming Secretary of State must be attached to your document.
Following details are required to fill the Articles of Organization:
- Name of the LLC
- Name and physical address of the registered agent in Wyoming
- The mailing address of the LLC
- Principal office address of the LLC
- Organizer’s signature and contact information
Consent to Appointment has details of the Registered Agent.
Wyoming Secretary of State
Herschler Building East,
122 W 25th St Suites 100 and 101,
Cheyenne, WY 82002, United States
1. What is the difference between a domestic LLC and a Foreign LLC?
An LLC is domestic if it performs its business in the state where it was formed.
A foreign LLC refers to the LLC formed when the existing LLC expands its business to another state.
2. What is the processing time to form my Wyoming LLC?
Immediately, if the payment is made online or 5-7 business days if it is done via mail.
3. How to obtain a Certificate of Existence/Good Standing in Wyoming?
A Certificate of Existence/Good Standing signifies that your business is compliant with state regulations and was legally formed. You can request a Certificate of Good Standing from the Wyoming Secretary of State online for free or via mail by paying $10.
4. What is the cost of starting an LLC in Wyoming?
The cost to start a Wyoming LLC is $102 online or $100 via postal mail. This fee is to be paid when filing the articles of organization document to the Secretary of State.
Step 4: Create an Operating Agreement
What is an operating agreement? An operating agreement is an internal legal document structuring the working procedure of an LLC. Wyoming does not require LLCs to have an operating agreement. However, it is advisable to have one for a clear structure about the company’s functioning. This agreement briefs about the finance and functional working details of the business. The document manages the internal affairs and ensures all the members are on the same page. It need not be submitted to the Secretary of State or any other governmental agency.
Here is a list of points that can be included in your Wyoming LLC operating agreement:
- Allocation of profits, distributions, and losses among the members
- Voting structure for decision-making
- Membership interests
- Veto, rights, and duties of members and managers
Every member must have a copy of the document. In case of dissolution or addition/subtraction of a member, the operating agreement may be looked up for further proceedings or may require amendments from time to time.
Step 5: Get an EIN
EIN Stands for Employer Identification Number. It is often referred to as a Federal Employer Identification Number (FEIN) or a Federal Tax Identification Number(FTIN). It is a nine-digit number for your LLC assigned by the Internal Revenue Service (IRS), which not only identifies your business for tax purposes but provides legitimacy to your venture. The IRS uses EIN to keep track of your tax returns. All LLCs with employees or LLCs with more than one member must have an EIN. Applying for an EIN is free of cost and can be done online or via mail, or by fax.
Benefits of EIN:
- Open a business bank account
- File and manage Federal and State taxes
- Apply for a business license
- Separates personal and business finances
- Hire employees
1. How much time is required to get an EIN?
The application process takes a few minutes, but the number is assigned immediately online. The mail-in process takes about 4-8 weeks, and the fax arrives in 4-7 business days.
2. What if I already have an EIN for my sole proprietorship?
The IRS requires that sole proprietorships get a new EIN while converting to an LLC.
3. How can I file an EIN without a Social Security Number?
You do not need SSN to get an EIN. Social Security Number is only required if you are applying online for an EIN. You can fill out IRS form SS-4 via mail or fax to get an EIN without an SSN for your LLC.
4. What tax structure should I choose for my Wyoming LLC?
After you get an EIN, you will be informed about the different tax classification options that are available. You will be given three categories for taxing your LLC: sole proprietorship, partnership, or corporation. There are several factors to bear in mind, such as financial plans, overall company goals, etc., before choosing the tax status for your LLC. We recommend you speak to a tax professional to discuss every aspect before making the final call.
Step 6: Filing Annual report
Whether domestic or foreign, all LLCs in Wyoming are required to file an annual report license tax every year for compliance and good standing with the Wyoming Secretary of State. LLCs with assets below or equal to $250,00 have to pay $50, whereas LLCs with assets more than $250,000 follow a different formula. The annual fee for such LLCs is calculated by multiplying $0.0002 with the company’s total asset in Wyoming. The Wyoming LLC annual report can be filed online or via mail. If the license tax is more than $500, the annual report is filed via mail.
The annual report and license tax payment are due on the first day of the month in which the LLC was formed. For example, if an LLC was formed on May 13, the annual report is due on May 1 every year thereafter.
If you fail to file the annual report and pay the tax within 60 days from the due date, your LLC will automatically dissolve.
- How much time is need for the approval of an annual report?
The report is processed and approved immediately online but takes 3-5 business days if it was filed via mail.
2. How to dissolve an LLC in Wyoming?
- The easiest way to dissolve an LLC in Wyoming is not to submit your annual report. After 60 days of the grace period, the Secretary of State will place your LLC for dissolution. However, dissolution does not happen immediately. This way is cost-efficient but is not good for the company’s reputation. The company will not be able to do business again in the state before paying off the remaining annual report dues and a reinstatement fee.
- The second way follows formal procedures and has its own benefits:
- Refer to your operating agreement – If you have an operating agreement, the dissolving procedure must be mentioned in there, which outlines essential points considering asset distribution among the members, settling business debts, notifying creditors, etc.
- Close your business tax accounts – Before you dissolve your LLC, you must pay off all taxes, debts, and fines (if any) associated with your LLC to respective tax accounts under the Wyoming State Government.
- “Winding Up”
As per Wyoming’s LLC Act, the winding up tasks are as follows:
- A dissolved LLC stops its activities but continues after dissolution only to wrap up final winding up procedures;
- Discharge company’s obligations, debts, or liabilities;
- Marshal and distribute assets of the company;
- Transfer properties of LLC;
- Settle disputes by mediation or arbitration;
You must pay off all the taxes first and then distribute the remaining assets among the LLC members as per the operating agreement(if any).
- Notice to claimants and creditors – This is an optional step, but it is safe to inform claimants and creditors about LLC’s dissolution to avoid discrepancies. The following information could be sent to claimants and creditors:
- Specify content to be included in a claim
- Mention e-mail where claims could be sent
- Set up a deadline for claims to be sent
- Filing Article of dissolution
Articles of dissolution has to be filed with the Secretary of State. This document contains two most basic information about your LLC:
- Name of the LLC
- Certification claiming that the company is in compliance with W.S. 17-29-70, and has met all the dissolution and winding up requirements.
- Signature and contact details of an authorized person
The document is filed with a $50 fee to the Wyoming Secretary of State. The processing time is 3-5 business days following the date of submission of a receipt.
Note: If you are conducting business out-of-state, then you will have to file another termination form depending on the state where your business exists. You will be entitled to file the annual report and other business taxes if you fail to file the termination form.
3. Which license and permits are required for business in Wyoming?
Wyoming does not have a statewide general business license. Depending on the type and location of the business, one can acquire necessary local and state business licenses.