An LLC (or Limited Liability Company) is the most popular entity type for new and small businesses in America. As the first US state to acknowledge and create statutes for the LLC, Wyoming continues to be a highly favorable location to launch a business. The Cowboy State is extremely business friendly, boasting zero state taxes, strong asset protection and low state fees, among other advantages. Here’s how to form an LLC in Wyoming.
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:
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:
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.
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.
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:
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.
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.
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.
A Wyoming LLC is dissolved when any one of the following events occurs:
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.
FREE 1st Year Registered Agent
+ $100 (state fee)
The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.
FREE Registered Agent for 1st Year
Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.
Lifetime Customer Support You get lifetime customer support and our 100% satisfaction guarantee.
+ $100 (state fee)
everything from silver+
EIN / Tax ID Number
Providing an EIN is required to open a
business bank account and is required to
file business tax returns.
Personalized Operating Agreement Includes most common provisions to protect members from liability
+ $100 (state fee)
silver & gold+
Expedited Filing Expedited processing speeds the turn- around time for your order.
Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.
FedEx Delivery Faster mailing option that includes a track number.