Articles of Organization

The formation of a Wyoming LLC means that you have to file articles of organization (along with the $100 filing fee) with the Corporations Division of the Wyoming Secretary of State’s office. The articles, which must be signed by at least two persons organizing the LLC, must include:

• The LLC’s name
• The LLC’s duration (30 years from the filing date unless the articles state otherwise)
• A statement of the LLC’s business purpose (Wyoming law allows an LLC to be organized for any lawful purpose except banking or insurance; can be a general statement so long as it excludes banking and insurance)
• The name and address of the LLC’s initial registered agent in the state
• The registered agent’s manually signed consent to appointment as such
• The total amount of cash and a description and agreed-upon value of non-cash property contributed
• Whether members can admit additional members, and the terms of that admission
• Whether the remaining members can continue the business on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event which terminates the membership of an LLC member
• Whether the LLC will be manager-managed or not; if so, the name and address of each initial manager
• If the LLC will be member-managed, the names and addresses of all members
• If the LLC chooses status as a flexible LLC (fewer than two members)
• Any other provisions the members want to include for the regulation of the LLC’s internal affairs, so long they are consistent with state law

Organizers may be individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates, or other associations.

Your new LLC is officially deemed “organized” after the LLC’s articles of organization and an exact copy are delivered to the Corporations Division of the Secretary of State’s office with the filing fee. A certificate of organization will be issued and delivered, along with the conformed copy, to the LLC’s representative by the state. The original articles of organization will be filed with the Secretary of State.

Registered Agent and Office

Every Wyoming LLC must maintain both a registered agent and registered office in the state—the person or office designated to receive official state legal and administrative correspondence. An LLC registered agent may be an individual who resides in Wyoming or a business entity authorized to conduct business in the state. In either case, the registered agent’s business office must be the same as the corporation’s registered office.

The registered office may be—but doesn’t have to be—the LLC’s place of business.

Operating Agreement

The LLC’s next most critical document is its operating agreement. Having an operating agreement is not officially required by the state, but it’s a very important internal document that sets forth how the LLC will run. The operating agreement should list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting. It can be amended or repealed as specified in the agreement itself or by state law.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to change or repeal the operating agreement or any provision thereof.

Membership in the LLC

A Wyoming LLC must have at least two members unless the LLC elects “flexible limited liability company” status in its articles of organization, in which case the LLC may have only one member. Members may acquire an interest in the LLC either in proportion to their contribution or in some other way that is in accordance with the LLC’s operating agreement.

The contributions of a member to the LLC may consist of cash, property, services rendered, or a binding obligation to contribute cash or property or to perform services in the future.

An LLC member may not resign except in accordance with the articles of organization or operating agreement. A member may not resign unless all other members consent to the resignation, and all liabilities are paid. If the operating agreement does not specify otherwise, a member who wishes to resign must give six months’ notice to the other members.

Ongoing Requirements

Each Wyoming LLC must keep a copy of the filed articles of organization (and any amendments thereto) open to inspection at its office. It’s also a good idea to keep copies of the minutes of the various proceedings and committees meetings of the members and managers.

Dissolution

A Wyoming LLC is dissolved when any one of the following events occurs:

• The duration of the LLC expires
• The members unanimously agree to dissolve in writing
• The death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member
• Any other event which terminates the continued membership of an LLC member unless all remaining members agree to continue the LLC under a right specified in the articles of organization

A Wyoming LLC member may have the LLC dissolved and its affairs wound up when the member rightfully but unsuccessfully has demanded the return of his or its contribution, or the other liabilities of the LLC have not been paid, or the LLC’s property is insufficient for their payment and the member would otherwise be entitled to the return of his or its contribution.

Taxes

An LLC by its nature normally offers significant tax advantages over a corporation’s organizational structure, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through” entity for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

However, the state of Wyoming has no personal or corporate state income tax, so LLC formation has federal—but not state—tax implications.

Wyoming does, however, impose an annual LLC tax (called the Annual Report License tax) of $50 or $.0002 of every dollar of the company’s assets located and employed in Wyoming, whichever is greater.

Articles of Incorporation

Before it can legitimately begin conducting operations in the state, a new Wyoming corporation must file articles of incorporation with the Corporations Department of the state Secretary of State’s office. The articles must be executed (signed) and delivered by at least one incorporator, who must be a natural person of legal age.

The articles must be accompanied by a $100 filing fee. The following information must be included in the articles of incorporation:

• An initial registered agent
• Signed acceptance by the registered agent of appointment as such
• The street address of the corporation’s initial registered office
• The number of shares that the corporation is authorized to issue, itemized by class (if any) and with preferences, limitations, and relative rights of each class designated
• The name and address of each incorporator (must also sign the articles)

If a corporation wants to amend its articles of incorporation, it must file articles of amendment to the secretary of state that specify:

• The name of the corporation
• The text of each amendment adopted
• If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment (if not contained in the amendment itself)
• The date when each amendment was adopted
• If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required
• If an amendment was approved by the shareholders, the number of votes entitled to be cast by each separate voting group and the number of votes actually cast by each group, as well as the total number of votes cast for and against the amendment by each voting group

Registered Agent and Office

Every Wyoming corporation must have a registered agent in the state—the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to be listed in and sign the articles of incorporation, indicating acceptance of the appointment as registered agent. The articles must also be accompanied by a separate written consent signed by the registered agent.

The registered agent must be either a Wyoming resident whose business office is the same as the registered office, or a business entity authorized to conduct business in the Cowboy State that has a business office identical to the registered office.

Bylaws

Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Wyoming corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors and Officers

A corporation’s board of directors consists of one or more individuals in accordance with the articles of incorporation or bylaws.

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise stated by the corporation’s bylaws.

Required Reports

Wyoming corporations must file a report with the state each year by December 1. Additionally, they must furnish annual financial statements upon request to shareholders. These statements should include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year (unless that information appears elsewhere in the financial statements).

Corporations must also mail upon request annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him or her the latest financial statements.

Taxes

“S corporation” status is recognized by the Wyoming Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Since Wyoming does not impose a state corporate or individual income tax, a subchapter S choice in this state has federal implications for Wyoming corporations, but no state impact.

Wyoming does, however, impose an annual LLC tax (called the Annual Report License tax) of $50 or $.0002 of every dollar of the corporation’s assets located or employed in Wyoming, whichever is greater.