Form an LLC in Wyoming.

Step One: Your Wyoming LLC’s Name

The first task in forming a new LLC in Wyoming is to choose a name. Your new Wyoming LLC’s name must be readily distinguishable from any other business entity’s name, trademarks, or service marks registered or reserved with the state. Here are some rules to keep in mind when naming your Wyoming LLC:

• What you must do: The name must end with the words “Limited Liability Company” or “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”
• What you can’t do: The name must not state or imply that it was organized for a different purpose than specified in its articles of organization, nor may it imply that it was organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, or the Nonprofit Corporation Act.

Step Two: Writing and Filing Your Articles of Organization

After you have a name for your Wyoming LLC, the next step is to file articles of organization (along with the $100 state filing fee) with the Corporations Division of the Wyoming Secretary of State’s office. Incfile will provide this filing service when you select a package. 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 (see specific requirements for Wyoming registered agents below).
• 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.

Wyoming Registered Agent Requirements

Every Wyoming LLC must maintain both a registered agent and a 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.

IncFile provides registered agent services in Wyoming, if needed.

Wyoming LLC Organizers

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.

Step 3: Writing Your Operating Agreement

Now that you have a name and your articles of organization, 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 (see below for how membership works)
• how much each one has invested
• how any profits will be distributed
• how much relative weight each member has when voting.
• The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to
• Most operating agreements include operating constraints and allowances that are already contained in state law and regulations.
• It also may contain constraints on members’ authority to change or repeal the operating agreement or any provision thereof. It can be amended or repealed as specified in the agreement itself or by state law

How Membership Works in a Wyoming 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, Including Taxes

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 committee meetings of the members and managers.

How do Taxes Work in a Wyoming LLC?

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.

When you form your LLC through Incfile, we will send you email reminders for upcoming due dates for your ongoing requirements.

Dissolution of an LLC in Wyoming

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 entity 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.