Wyoming LLC Formation: How to Start an LLC in Wyoming (2023 Guide)

Starting an LLC in Wyoming might seem like a puzzle waiting to be solved. Don’t worry; we’re here to help put the pieces together. In this guide, we’ll guide you through the simple steps to form your Wyoming LLC, while addressing your concerns with honest advice. So, whether you’re a local or an online entrepreneur, get ready to unlock the potential of the Cowboy State for your business.

Before we dive in, here’s a really good explanation video on starting an LLC in Wyoming for those who prefer a video guide.

Unique Benefits of Starting an LLC in Wyoming

Let’s discuss some unique advantages of starting an LLC in Wyoming that you might not find elsewhere. We will explore these advantages and how they might impact your business.

Low Fees and Taxes

Wyoming is known for its low fees when it comes to forming an LLC. It also boasts a favorable tax environment with no corporate income tax or personal income tax, and a low sales tax rate. These factors can help you save money and simplify your tax situation. Below is a table outlining the relevant fees for starting and maintaining an LLC in Wyoming:

Remember that fees can change over time, so while we do our best to keep this information up to date, it’s essential to verify the current costs with the Wyoming Secretary of State’s office when you’re ready to start your LLC. Additionally, remember that other fees may apply depending on your business’s specific needs, such as licenses, permits, or taxes at the federal level.

Privacy Protection

One of the significant perks of starting an LLC in Wyoming is the privacy it provides. The state doesn’t require the names of LLC members or managers to be publicly disclosed, giving you a level of anonymity that’s hard to find elsewhere.

Asset Protection

Wyoming has strong asset protection laws, including charging order protection for single-member LLCs. This means that your personal assets are generally safe from creditors if your business faces financial challenges or legal issues.

Simplicity and Flexibility

Forming an LLC in Wyoming is a straightforward process, with flexible management structures and minimal requirements. Most LLCs don’t need to file an annual report or hold annual meetings, making it easier to maintain your business.

Business-Friendly Climate

Wyoming is known for its pro-business climate, with government policies and resources that support business growth and entrepreneurship. This environment can be a valuable asset as you build and expand your company.

Continuance Option

Wyoming allows for domestication or continuance of an existing LLC from another state. This means you can move your business to Wyoming without starting from scratch, making it easier to take advantage of the state’s benefits.

Lifetime Proxy

Wyoming is one of the few states that allow for lifetime proxies for voting purposes. This option enables you to designate someone else to vote on your behalf indefinitely, providing an extra layer of privacy and control.

The Reality of Forming a Wyoming LLC for Non-Residents

You’ve likely heard that forming an LLC in Wyoming has its benefits. After all, it’s known for low fees and strong privacy protections. But if you don’t live in Wyoming, is it really the best choice for you?

However, keep in mind – if you don’t live in Wyoming, there are some important factors to consider before jumping on the Wyoming LLC bandwagon. Sure, the benefits might sound amazing, but there could be some downsides too. Let’s explore some important factors you should consider if you’re thinking about forming a Wyoming LLC but don’t live in the state.

Domestic vs. Foreign LLCs

First, let’s talk about the difference between a domestic and a foreign LLC. A domestic LLC is formed in your home state, while a foreign LLC is a domestic LLC registered to do business in another state. This distinction is important because it affects how you’ll need to register and manage your LLC.

Doing Business in Another State

When you form an LLC in one state but operate your business in another, you may be considered to be “doing business” in that other state. This concept is important to understand, as it can have significant implications for your business in terms of registration, taxes, and legal compliance. To better illustrate this concept, let’s look at an example.

Imagine Jane, a Florida resident who forms an LLC in Wyoming but runs her business from Florida. In this scenario, Jane’s Wyoming LLC is actually considered to be doing business in Florida, and that comes with consequences.

Costs and Complications for Non-Residents

When a non-resident forms an LLC in Wyoming but conducts business in another state, they may face certain costs and complications. In this situation, the Wyoming LLC would need to register as a foreign LLC in the state where the business is conducted. This means maintaining two separate LLC filings – one in Wyoming and one in the state where the business operates.

For instance, let’s consider Jane, who has formed an LLC in Wyoming but runs her business in Florida. In this case, her Wyoming LLC would need to register as a foreign LLC in Florida. This registration comes with additional fees and requirements that can complicate matters and potentially offset the financial benefits initially sought by forming an LLC in Wyoming. Consequently, it’s crucial for non-residents to carefully weigh the advantages and drawbacks of forming a Wyoming LLC in light of their specific circumstances.

To help illustrate the potential costs for Jane in forming an LLC in Wyoming while running her business in Florida, let’s break down the fees she would likely encounter. We’ll then compare these fees to the costs Jane would face if she opted to form her LLC in Florida only.

In this example, Jane would be paying a total of $538.75 to form an LLC in Wyoming and register it as a foreign LLC in Florida, compared to $263.75 if she formed the LLC in Florida only. If we assume the lowest registered agent fee for the Wyoming LLC ($50), Jane would save at least $225 by choosing to form her LLC in Florida alone.

Keep in mind that these calculations are for illustration purposes only, and the actual costs may vary depending on the specific services or providers chosen. It’s essential to research and calculate the costs for your individual situation to make an informed decision. In Jane’s case, forming an LLC in Wyoming and registering it as a foreign LLC in Florida may not offer her significant financial benefits compared to forming an LLC in Florida alone. By analyzing the cost breakdown and considering her specific needs and business goals, Jane can make an informed decision on whether a Wyoming LLC is the right choice for her situation.

Tax Implications

While Wyoming’s lack of corporate income tax might sound enticing, remember that most LLCs are pass-through entities. So, even if your LLC is registered in Wyoming, you’ll still be paying taxes on the individual level in the state where you live and run your business.

Legal Benefits May Not Apply

If Jane’s Wyoming LLC were to face a lawsuit, there’s a chance that the court would decide that Florida law, not Wyoming law, applies. This means that the legal benefits associated with a Wyoming LLC might not be as helpful as they initially appear.

Challenges for Online Businesses

You might be thinking, “But I have an online business, so does it really matter where my LLC is registered?” The answer is yes, it still matters. State governments don’t care if your business is online or not. If you’re running your business from your home or another state, you’re still doing business in that state, which means you’ll need to follow their registration requirements.

Weighing the Pros and Cons

So, we’ve talked about the advantages and disadvantages of starting a Wyoming LLC for people who don’t live there. It has notable advantages such as low costs, privacy, and no corporate income tax. But there are also some challenges, like having to sign up as a foreign LLC and dealing with taxes and legal issues.

You need to carefully consider your unique situation before making a decision. Is a Wyoming LLC good for your business? Only you can decide that.

Having an LLC in Wyoming can be great for some people, but it’s not perfect for everyone. If you’re not from Wyoming, it’s important to think about the pros and cons. Take into account your specific needs and your business goals.

Don’t forget to do your homework and talk to legal and money experts before making a choice. With their help and knowing what it means, you can decide if a Wyoming LLC is right for your business.

So, now that we’ve explored the ins and outs of forming a Wyoming LLC, it’s time to consider how to make the process as smooth as possible. One of the challenges you might face when forming an LLC on your own is handling the paperwork, understanding legal requirements, and keeping track of deadlines. Luckily, there are LLC Formation Services that can help you navigate these complex waters.

Wyoming LLC Rules & Requirements

This is a quick summary of the most important rules and requirements that this article will go through in-depth.

To apply for permission to form an LLC in Wyoming, the company must have a in Wyoming. Your LLC’s name must include “Limited Liability Company,” or their abbreviation, “LLC.” It can’t be something that resembles another already existing business. Ensure you as a business owner keep accurate records and reports of your business transactions.

You might be wondering if it’s possible to form your LLC on your own. The answer is yes! If you’re comfortable with handling the necessary paperwork and requirements, you can take the DIY approach. In the following section, we’ll guide you through the steps to form a Wyoming LLC by yourself.

Steps to Form a Wyoming LLC: DIY Guide

Name your Wyoming LLC

Choose a unique and distinguishable name that meets Wyoming’s requirements.

Choose your Wyoming Registered Agent

Select a reliable registered agent who meets the state’s requirements.

File your Wyoming LLC Articles of Organization

Submit the necessary paperwork and fees to officially establish your LLC.

Create your Wyoming LLC Operating Agreement

Draft a document outlining the rules and regulations of your LLC.

Get an EIN for your Wyoming LLC

Obtain a unique number from the IRS to identify your business for tax purposes.

Step 1: Finding a Name for Your LLC

The first step in forming a Wyoming LLC is to choose a name for your business. There are specific requirements and restrictions you must follow when selecting a name:

• The name must be unique and distinguishable from other businesses registered in Wyoming.
• It must include “Limited Liability Company,” “LLC,” or “L.L.C.” at the end.
• It cannot contain characters or symbols that are not commonly used in business names.
• Avoid names that are too similar to government agencies or existing businesses.

You can check the availability of your desired LLC name on the Wyoming Secretary of State’s website. This will help you determine if your chosen name is unique and distinguishable from other businesses in the state. For example, “Wyoming Plumbing LLC” and “Wyoming Plumbing Services LLC” might be considered too similar, while “Wyoming Mountain Plumbing LLC” would likely be acceptable.

☞ Search Wyoming Business Database

Some words are restricted and require additional paperwork if you want to include them in your LLC name. Examples of such words are “Bank,” “University,” “Attorney,” and others that might suggest a specific type of business or profession. If you want to use a restricted word in your LLC name, be prepared for additional documentation and approval processes.

After selecting a name for your LLC, it’s a good idea to check the domain availability for your business. This ensures that you can secure a web address that aligns with your company name, making it easier for customers to find you online.

☞ Check if your domain name is available

Step 2: Choose Your Wyoming Registered Agent

A crucial part of forming an LLC in Wyoming is selecting a registered agent. In this section, we’ll cover the basics of what a registered agent is, the requirements, and some examples.

What is a Registered Agent?

A registered agent is an individual or entity responsible for receiving official legal and tax correspondence on behalf of your LLC. This includes service of process, annual reports, and other state documents. A registered agent is a vital point of contact between your business and the state government.

Who can be a Registered Agent in Wyoming?

In Wyoming, a registered agent must meet the following requirements:

• Be at least 18 years old.
• Have a physical street address in Wyoming (P.O. boxes are not allowed).
• Be available during regular business hours to receive important documents.

You can act as your own registered agent, or you can appoint a friend, family member, or a professional registered agent service, provided they meet the requirements.

What does a Registered Agent in Wyoming do?

A registered agent’s primary role is to ensure that your business remains in compliance with Wyoming state laws. They do this by receiving important legal and tax documents, forwarding them to you, and keeping your business informed of any deadlines or requirements.

Some LLC formation services, like ZenBusiness, IncFile, and Northwest Registered Agent, offer registered agent services for free for the first year as part of their package. Using a professional registered agent service can provide peace of mind and ensure that your business stays compliant with state regulations. After the first year, these services typically charge an annual fee to continue providing registered agent services.

Step 3: File Your Wyoming LLC Articles of Organization

The next step in forming your Wyoming LLC is filing the Articles of Organization. This is the official document that legally establishes your LLC with the state. In this section, we’ll provide important information, links, and resources to help guide you through the process.

Online Filing

To file your Wyoming LLC Articles of Organization online, visit the Wyoming Secretary of State’s Business Center. The online filing fee is $102, and online filings are typically processed immediately.

Filing by Mail

If you prefer to file by mail, you can download the Articles of Organization form and send the completed form along with a check or money order for the $100 filing fee to:

Wyoming Secretary of State
2020 Carey Avenue
Suite 700
Cheyenne, WY 82002

Processing times for mail filings are approximately 10-15 business days.

When filing your Articles of Organization, you’ll need to provide the following information:

• The name of your LLC
• The principal office address
• The name and address of your registered agent
• The duration of the LLC (perpetual or a specific number of years)
• The purpose of the LLC
• The names and addresses of the LLC’s organizers
• Any additional provisions, if applicable

By carefully following the instructions and providing the necessary information, you’ll be well on your way to successfully forming your Wyoming LLC. Remember to keep copies of all documents for your records and reference.

Step 4: Create Your Wyoming LLC Operating Agreement

An Operating Agreement is an essential document for your Wyoming LLC. Although not legally required in Wyoming, having a well-structured Operating Agreement in place can help protect your business and ensure smooth operations. In this section, we’ll explain the importance of an Operating Agreement and provide real-life examples of why it matters.

Why an Operating Agreement Is Important

An Operating Agreement is a written document that outlines the rules, regulations, and provisions that govern the management, ownership, and operation of your LLC. It serves as a guide for how the company will be run and helps to prevent misunderstandings among members.

Here are some reasons why an Operating Agreement is important for your Wyoming LLC:

1. Clarifies Ownership Structure: An Operating Agreement defines the ownership structure of your LLC, specifying the percentage of ownership for each member, their roles and responsibilities, and their rights and obligations. This can help prevent conflicts and ensure that everyone is on the same page regarding their stake in the company. Example: Imagine an LLC focused on developing a mobile app. Sarah is a software engineer who provides technical expertise, while Mike handles marketing and customer acquisition. They initially agree to split ownership 50/50. However, as the business grows, Mike feels he should have a larger ownership percentage because he is responsible for generating revenue. An Operating Agreement would have clearly defined their ownership percentages from the start, preventing disagreements and potential legal issues down the road.
2. Establishes Management and Decision-Making: The Operating Agreement sets the framework for how your LLC will be managed and how decisions will be made. It outlines the roles of each member or manager and establishes voting procedures, ensuring a clear decision-making process. Example: Consider an e-commerce LLC with four members. The business needs to decide whether to expand its product line or focus on improving its current offerings. Two of the members are in favor of expansion, while the other two want to concentrate on their existing products. Without an Operating Agreement, the members might struggle to reach a consensus on this critical business decision. The Operating Agreement could establish voting rights and decision-making procedures, making it easier for the members to move forward with important decisions.
3. Protects Your LLC’s Limited Liability Status: Having a well-drafted Operating Agreement can help reinforce your LLC’s limited liability status by demonstrating that your business is a separate legal entity with its own rules and regulations. Example: Let’s say there’s an LLC that owns a small chain of restaurants. A customer slips and falls in one of the restaurants and decides to sue the business. If the LLC doesn’t have an Operating Agreement in place, the court might question the separation between the LLC and its members, potentially putting the members’ personal assets at risk. A well-drafted Operating Agreement helps to solidify the separation between the business and its members, protecting their personal assets in the event of a lawsuit.
4. Flexibility in Distribution of Profits and Losses: An Operating Agreement allows your LLC to distribute profits and losses in a way that differs from the standard proportional ownership structure. This can be beneficial for businesses where members contribute different resources or have varying roles. Example: Sam and Lisa form an LLC, where Sam contributes more capital, but Lisa invests more time and effort. An Operating Agreement can specify a different distribution of profits and losses, reflecting their unique contributions to the business.

In conclusion, creating an Operating Agreement for your Wyoming LLC is crucial to ensure smooth operations, prevent conflicts, and protect your business. It’s a vital document that should be drafted with care and reviewed periodically to ensure it remains up-to-date and relevant to your company’s needs.

Step 5: Get an EIN for Your Wyoming LLC

An Employer Identification Number (EIN) is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify your business for tax purposes. It’s sometimes referred to as a Federal Tax Identification Number or a Federal Employer Identification Number (FEIN). Obtaining an EIN for your Wyoming LLC is essential for several reasons, and it’s free to apply.

How to Get an EIN for Your Wyoming LLC

Applying for an EIN is a straightforward process. You can do it online or by mail.

Online: To apply for an EIN online, visit the IRS EIN Assistant on the IRS website. The application process is quick and easy, and you’ll typically receive your EIN immediately upon completion.

By Mail: If you prefer to apply by mail, download and complete Form SS-4. Then, mail the completed form to:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Keep in mind that the processing time for mail applications may take several weeks.

Why You Need an EIN for Your Wyoming LLC

An EIN is required for various business activities and purposes. Here are some examples of when you’ll need an EIN for your Wyoming LLC:

1. Opening a Business Bank Account: Banks typically require an EIN to open a business bank account. This helps separate your personal and business finances, making it easier to manage your business transactions and maintain accurate records.
2. Filing Taxes: Your EIN is used to file your LLC’s federal and state taxes. It helps the IRS track your business’s tax obligations and ensures that your company complies with all tax requirements.
3. Hiring Employees: If your Wyoming LLC plans to hire employees, you’ll need an EIN to report employment taxes and process payroll.
4. Obtaining Business Licenses and Permits: Some business licenses and permits may require an EIN for identification purposes. This helps regulatory agencies track your business’s compliance with local, state, and federal regulations.
5. Establishing Business Credit: An EIN is often necessary when applying for business loans or credit cards, as it helps lenders verify your business’s identity and creditworthiness.

In conclusion, obtaining an EIN for your Wyoming LLC is a crucial step in establishing and managing your business. The application process is simple and free, and it ensures that your company can conduct its operations smoothly and in compliance with all applicable laws and regulations.

Important next step: Beneficial Ownership Information

As of 2024, a significant new law known as the Corporate Transparency Act (CTA) has come into effect. This law requires most LLCs, including those formed in Wyoming, to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). The goal of this filing is to increase financial transparency and prevent criminals from using shell companies to hide illicit activities like money laundering.

File a Beneficial Ownership Information (BOI) Report

Understand the Requirement: The Corporate Transparency Act (CTA) mandates that most LLCs file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network (FinCEN). This provides transparency regarding the true owners of your company.

Gather Information: You’ll need the following about each beneficial owner and company applicant:

• Full legal name
• Date of birth
• Current residential or business street address
• Unique identifying number from an acceptable ID (e.g., driver’s license number, passport number)

File the Report: The method of filing is determined by FinCEN and may change. Check the most up-to-date instructions on FinCEN’s website.

Important Deadlines:

• LLCs formed before January 1, 2024: Companies in existence before this date have a more extended deadline. They have until January 1, 2025, to file their initial BOI report with FinCEN.
• LLCs formed in 2024: Companies formed during 2024 have 90 calendar days from the date they receive actual or public notice of their creation or registration becoming effective. This means 90 days from when the state officially processes your LLC paperwork or makes information on your company publicly available.
• LLCs formed on or after January 1, 2025: Companies formed from this date onward will have a stricter deadline of 30 calendar days to file their initial BOI reports with FinCEN.

Important Notes:

• Failure to file the BOI Report can carry civil and criminal penalties.
• The information you provide is protected, but accessible to law enforcement agencies.

Wyoming LLC Processing Time

Once you’ve submitted all the necessary paperwork and fees, you may be curious about how long it will take for your Wyoming LLC to be officially formed. The processing time varies depending on whether you file by mail or online.

Wyoming LLC by Mail: If you choose to file your LLC paperwork by mail, the processing time is approximately 10-15 business days, plus the time it takes for mail delivery.

Wyoming LLC Online: For those who opt to file their LLC paperwork online, the process is much faster. Typically, your Wyoming LLC will be processed and approved immediately.

Dissolving Your Wyoming LLC

There may come a time when you need to dissolve your Wyoming LLC. Dissolving an LLC is the legal process of closing your company, which involves settling outstanding debts, distributing assets, and notifying the Wyoming Secretary of State that you’re ending your business operations. Here’s a brief overview of the dissolution process and its implications.

What Does Dissolving an LLC Mean?

When an LLC is dissolved, it ceases to exist as a legal entity. The company’s assets must be distributed among its members or used to pay off outstanding debts. Once an LLC is dissolved, it can no longer conduct business or enter into contracts, and it is no longer liable for taxes and other legal obligations.

Methods of Dissolution

Dissolving an LLC in Wyoming can occur voluntarily or involuntarily. Voluntary dissolution is initiated by the LLC’s members, who decide to end the business operations. Involuntary dissolution occurs when the LLC is administratively dissolved by the Wyoming Secretary of State due to non-compliance with state regulations or failure to file required reports.

Dissolution Process

To dissolve your Wyoming LLC, you must follow these steps:

1. Ensure that all outstanding debts and liabilities are paid or adequately provided for.
2. Distribute any remaining assets among the members according to their ownership interests.
3. File the Articles of Dissolution with the Wyoming Secretary of State. You can find the form on the Secretary of State’s website.
4. Pay the dissolution fee of $50.

Processing Time and Fees

The processing time for dissolving a Wyoming LLC is typically 3-5 business days. There is a fee of $50 that must be paid to the Wyoming Secretary of State when you file the Articles of Dissolution.

It’s important to understand the dissolution process and its implications for your Wyoming LLC. If you’re considering dissolving your company, be sure to consult with an attorney or financial advisor to ensure you’re complying with all legal requirements and making the best decisions for your situation.

Wyoming LLC Frequently Asked Questions