What is a Wyoming LLC?
A Wyoming LLC is a Limited Liability Company formed in Wyoming and governed by Wyoming statutes. The Wyoming LLC is a business entity that is a hybrid of corporations and partnerships. Wyoming LLCs use the tax structure of partnerships and the limited liability features of corporations. Combining these elements into one legal entity has helped make the LLC the most widely-used business structure in America.
Advantages of Wyoming LLCs:
- Limited Liability and Asset Protection
Limited liability protection is the cornerstone of every Wyoming LLC. Each LLC formed in Wyoming is protected by tough, business-friendly statutes. What’s unique to Wyoming is that these protections even extend to single-member LLCs in Wyoming, as outlined in the Wyoming Limited Liability Company Act (§ 17-29-503).If you’re concerned about maximizing asset protection in Wyoming, you may want to consider our Firm LLC.
You are not required to list the personal details of the LLC’s owner(s). This helps to ensure business privacy and personal security, as well as reducing the amount the solicitor phone calls and junk mail.
Owners of a Wyoming LLC are called members. Unlike a corporation, ownership of a Wyoming LLC is divided into percentages instead of stock shares. Ownership percentages should be indicated in the LLC’s operating agreement and members can be given membership certificates as documentation of their contributions to the company.
The Wyoming Limited Liability Company (LLC) is taxed like a partnership. All profits are passed onto the members and treated as personal income. This type of tax structure is sometimes called pass-through taxation.
In 1977, Wyoming became the first state to allow the formation of LLCs. Since that time, LLCs have become the preferred entity of choice by entrepreneurs and start-up companies, as they allow for all the protection of a corporation without any of the formality requirements like annual meetings and corporate resolutions.
How to Start an LLC in Wyoming
At Buffalo Registered Agents, we believe the Wyoming LLC offers business owners and asset protection specialists the widest set of options and advantages. For that reason we offer the least expensive LLC formation service in Wyoming! For only $149, we’ll form your LLC with the state and provide you with one year of our Wyoming registered agent service. We ARE the cheapest and fastest way to form your Wyoming LLC.
In addition, we have also created the Firm LLC™. The Wyoming Firm LLC™ provides the the formation and governing documents to maximize our state’s asset protection statutes. The Firm LLC is recommended for those concerned with protecting wealth and existing assets.
No matter which LLC you choose, our professional filers will complete your LLC filing in a day’s notice.
However, if you want to do it yourself, you can form your Wyoming LLC by following the steps below:
Steps to Forming a Wyoming LLC
Obtain Articles of Organization Form
Articles of Organization are the official document filed with the Wyoming Secretary of State to form a Wyoming LLC. Articles of Organization can now be filed online instantly on the SOS website. You can see the form at the link below (filings can be printed and mailed as well).
To complete the Wyoming Articles of Organization, follow the remaining steps to form a Wyoming LLC.
Name of the Limited Liability Company
Name reservations are not required before filing your Articles of Organization.
Your Wyoming LLC name must include one of the following name endings: Limited Liability Company, LLC, L.L.C., Limited Company, LC, Ltd. Liability Company, Ltd. Liability Co., or Limited Liability Co.
Conduct a business name search for your Wyoming LLC on the secretary of state’s website to make sure it’s not already registered.
This entity elects to be a close limited liability company
The Wyoming Close LLC is specifically designed for small, family-owned businesses and modifies the standard Wyoming LLC management structure. Most LLCs do not choose this option. To find out if this structure best suites your LLC, see our Wyoming Close LLC page.
Name and physical address of its registered agent
To form an LLC in Wyoming, you are legally required to appoint a Wyoming registered agent. A registered agent is an individual or business located in Wyoming that agrees to accept service of process (notice of a lawsuit) and other official documents on a business’ behalf.
Since the main purpose of a registered agent is to accept official documents and legal notices for a business, the registered agent must have a physical address in Wyoming. This physical address is known as the registered office.
Addresses of the limited liability company
Mailing and principal addresses. Wyoming requires you to list a mailing address and principle address for your Wyoming LLC. This is only for public records. Many of our clients list our address for this to keep your information off of public records. You can have mail sent anywhere regardless of what address you list on the public documents. Most people want to hide their addresses and thus need a reliable Wyoming registered agent that will not charge extra for this and will provide a solid registered office address that isn’t a suite number in an executive office center.
This is where your Wyoming LLC organizer signs. The organizer is simply the person who was authorized to prepare and file these Articles of Organization. The signature must be signed in ink. If you file your LLC yourself, your name will get on public records. Because of this, many people hire us to form your Wyoming LLC.
Consent to Appointment by Registered Agent
Once your registered agent has either been hired or accepted the appointment, the individual or company must sign the consent form, as the Wyoming Secretary of State requires the agent to agree in writing to represent a given company. When filing online, we would provide you with the correct name you will need for filling out the online form, which now serves as our digital consent. For mailed filings, you must call and request a consent form, which we will send you.
File the Articles of Organization with the Wyoming Secretary of State
The best way to file is online. Online filings are processed instantly. Right after you finish the filing, you can check the state records and see your company formed.
If you want to mail the Articles of Organization, you will need to call us and we will mail you a Consent to Appointment form. Send the Articles and Consent, along with a check or money order for $100, to the Wyoming Secretary of State. Be sure to include your email address, as once the secretary of state has completed your filing (approximately 1 week filing time if you do it), they will email you confirmation. Otherwise, you will receive confirmation by mail that your Wyoming LLC has been created.
OR: If you don’t want to do any of the above, you can hire us for $149 to do it for you. We’re the cheapest LLC formation service in Wyoming and we’ll get you’re filing done quicker. Plus, you get all the benefits of our Wyoming LLC Filing Service and one year of Wyoming registered agent service.
Extra filing tips:
- You must send one copy with your original filing
- Make check or money order payable to: Wyoming Secretary of State
- Be sure to provide an email address
- Document must be legible and printed in black ink
Operating Agreement for your Wyoming LLC
After you’ve filed your Articles of Organization with the state, your LLC has been formed, but it is essentially an entity without a skeletal structure or central nervous system. An Operating Agreement is what really gives your new Wyoming LLC an operational blueprint. An Operating Agreement addresses to specific issues: 1) who owns your LLC, and 2) how your LLC operates. At some point—before, during, or after—creating your Wyoming LLC, you’ll need to make an operating agreement (if we form your LLC for you, we include an operating agreement, resolutions and membership certificates).
Some things to know about Operating Agreements:
- This is an internal document; it is not filed with any government agency
- An operating agreement is not a part of the public record
- There are no legal requirements for writing an operating agreement
- It is written to meet the specific needs of your company
Who owns the LLC?
The Operating Agreement details ownership of your company. If there is ever any dispute about who owns your LLC, this is where ownership can be determined.
The owners of an LLC are called Members. The Operating Agreement will detail who are the initial members, what they contributed to the company to become a member (which usually determines their “ownership share” or what percentage of the company they control), what rights and responsibilities they have as members, and how they can transfer their share of the company or sell it outright to someone else.
The issue of ownership can be incredibly complex, or it can be incredibly simple. It depends upon the needs of your company.
How the LLC Operates
A well-written operating agreement outlines the management structure of the company. One of the main concerns here is whether the company will be Manager-Managed or Member-Managed. A Wyoming LLC that is Manager-Managed has appointed an individual or organization to run the day to day operations and oversee the company. This manager could be a member, but it doesn’t have to be. In a Member-Managed LLC, the daily business of the company is handled by the members.
The operating agreement should explain the duties, rights and responsibilities of management. It should address any major company policies. It should set out how member meetings will be conducted, where they will be held, and how voting procedures will be handled.
Finally, an operating agreement should also address the process for making an amendments to itself.
What to Do After You Register a Wyoming LLC
Apply for an Employer Identification Number
An Employer Identification Number (also known as a Federal Employer Identification Number) is obtained through the IRS. The IRS uses an EIN (or FEIN) to identify a business, the same way it uses Social Security Numbers to identify individuals. An EIN is used specifically to track a company’s federal tax payments (Medicare and Social Security).
To obtain an EIN for your LLC in Wyoming, you’ll need to complete Form SS-4 with the IRS. You can file online. To get started, access the IRS online application portal. It is free to get an EIN.
Open a Business Bank Account
After you form a Wyoming LLC, you will need a bank account for your company. This account will be kept distinct and separate from all personal accounts of you and other members. From this account, you can make purchases for the business, pay employees and taxes, and take in revenues from customers.If you hire us to form your Wyoming LLC, we guarantee you will be able to walk into any bank in the US and get a business bank account. Our LLC articles, LLC operating agreement, and LLC membership certificates are time tested and bank approved.
Generally, a bank will need at least the following: copies of your filed Articles of Organization, your EIN, a copy of your Operating Agreement, and a copy of your Initial Resolution. Anyone can file the free state provided Wyoming LLC articles of organization. You don’t list members or managers on this form. So if you do not choose a Wyoming LLC filing service that knows what they are doing when preparing your internal private documents, you will be stuck at a bank for hours, and forced to go back to the drawing board to create all this just so you can get a bank account.
A bank account must be opened in person, and the person opening the account must be authorized to do so. You can authorize an individual to open accounts in your Operating Agreement and Initial Resolution.
File the Wyoming Annual Report
Once you form an LLC in Wyoming; the next year you will have to file an Annual Report each year. The Annual Report is filed on the first day of the month in which your business was formed. If you formed your LLC on January 25, you will file your Annual Report each year by January 1. You can file your Wyoming Annual Report online. The Annual Report filing fee is $50, and there is an additional $2 online convenience fee. You can avoid the convenience fee by filling out the form online, printing it and sending the form by mail to the Secretary of State. For companies with assets in Wyoming totaling more than $250,000, the Annual Report fee is calculated by multiplying the total value of assets by $.0002.
Companies that fail to file an Annual Report will be involuntarily dissolved by the Secretary of State within 60 days.
Wyoming LLC State Fees
|Articles of Organization||$100|
|Name Reservation||$50 (not required)|
|Our Registered Agent Fee||$49|
|Annual Report||$52 (includes $2 online service charge)|
|State Income Tax||None|
|State Corporate Tax||None|