Form a Wyoming LLC: Everything You Need to Know
Wyoming is a great state for starting an LLC with its positive reputation for being pro-entrepreneur and for making forming an LLC quick and easy.5 min read
Experts will tell you that Wyoming is a great state for starting an LLC. Wyoming enjoys a positive reputation for being pro-entrepreneur, and for providing quick and easy formation of an LLC. LLCs in Wyoming additionally enjoy a variety of tax breaks and other benefits. Here’s a look at what it takes to form and operate an LLC in Wyoming.
Wyoming makes it as easy as possible to form an LLC in the state. Nevertheless, it is highly recommended that you consult with a professional, like an experienced business attorney, before starting your LLC formation process.
Wyoming LLC: What Is It?
A limited liability company (LLC) is a business entity form that combines the protection offered by incorporation without sacrificing all the tax advantages of a sole proprietorship or partnership. LLCs protect their officers and directors from exposure of personal assets in the event of financial or legal problems. This is known as limited liability protection.
Why Form Your LLC in Wyoming?
Wyoming is an entrepreneur-friendly state. Fees for forming an LLC in Wyoming are generally lower than those in other states. For example, in most cases, state renewal fees in Wyoming are only $50, which is about 90 percent less than you’ll pay in Nevada. Additionally, Wyoming does not charge officer filing fees or business license fees. And Wyoming features no corporate or personal state income taxes.
Steps to Forming Your Wyoming LLC
Here’s a look at some of the steps you will be taking to form an LLC in Wyoming:
Choose your LLC’s Name
The first step in forming any LLC is to choose its name. Be sure to pick a name that suits the subject of your business and will be easy for your customers to remember. You may also want to choose a name with an available corresponding URL for your future company’s website.
Wyoming law requires that an LLC formed in the state include the words “Limited Liability Company” or form of them (“LLC”, “L.L.C.”, “Ltd.”, “Liability Co.” etc.) in its name. Certain words or phrases (such as “F.B.I.” or “Secret Service,” for example) are prohibited from use, while others (like “Attorney” or “Doctor,” for example) can only be used by licensed professionals in those fields. Additionally, your LLC name must be distinguishable from those already in use by other businesses in the state.
You can check the availability of a name via the Wyoming Secretary of State business name database. You can reserve your name for up to 120 days. The reservation fee is $50.
Choose a Registered Agent for Your Wyoming LLC
A registered agent is responsible for accepting legal papers on behalf of the LLC in the event of a lawsuit or when other legal process is required. Your agent must be either an individual who is a resident of Wyoming or a company authorized to conduct business within the state. Your agent must also maintain a physical address (known as the registered office) in the state.
Create and File Your LLC’s Articles of Organization
An LLC is formed in Wyoming with the filing of its Articles of Organization. Your Articles of Organization must include:
The LLC’s name and address.
The name and address of the LLC’s registered agent.
Election to be formed as a close limited liability company (for more information on close limited liability companies, see below.)
Signature(s) of the LLC’s organizers.
In most cases, you will simply fill out this official form. Your Articles of Organization must be filed with the Wyoming Secretary of State, accompanied by a completed and signed Consent to Appointment by Registered Agent form and payment of the $100 filing fee. Filing can be completed online or by mail.
Wyoming allows for the election to form a Close LLC. A Close LLC is a simpler form of LLC that is often a good choice for smaller, family-held businesses. Close LLCs differ from regular LLCs in a number of ways. The biggest feature is that the transfer of company shares can be restricted to ensure the company’s ownership remains tightly held. Additionally, Close LLCs are not required to hold annual meetings unless requested by a company member.
Create an Operating Agreement
Most LLCs draft an operating agreement that describes the rules and procedures under which the company will be run. Wyoming does not require an operating agreement for its LLCs, but having one is highly recommended. An operating agreement will help you avoid confusion in the management of your LLC that can lead to costly mistakes. As always, if you need help in drafting your operation agreement, be sure to consult with an experienced business attorney.
Obtain an Employer Identification Number (EIN)
Most LLCs are required to obtain a federal Employer Identification Number (EIN) from the IRS. An EIN identifies your business for all federal tax-related purposes. A single-member LLC without employees does not need an EIN. It should use the name and TIN of the single member owner for federal tax purposes. Applying for your LLC’s EIN can be done online here. There is no application fee.
Wyoming State Tax Requirements
If your Wyoming LLC has employees, registration of your company with the Wyoming Department of Workforce Services is required in regard to unemployment insurance and workers’ compensation. You can register online here.
Report Hirings of Employees
Both federal and Wyoming state law requires companies to report all hiring and rehiring of employees to the Wyoming New Hire Reporting Center. Registration and reporting can be done online here.
Obtain All Necessary Business Licenses and Permits
In most cases, your LLC will need to obtain one or more state or local business licences or permits. State licenses are handled through a number of professional licensing boards, such as those listed here. Local county and/or city governments may also require licenses or permits in order to conduct business within their jurisdictions. Information on local licenses and permits can normally be gotten by contacting county clerk’s offices and/or local chambers of commerce in the communities where your LLC will be operating.
In addition, the federal government requires licensing of companies conducting specific types of business activities (such as those involving alcohol, tobacco and firearms, for example.) To see if your LLC must obtain a federally-related license or permit, visit the U.S. Small Business Administration’s official website.
File Your Annual Wyoming LLC Report
All Wyoming LLCs are required to file an annual report with the Secretary of State, and pay the corresponding report license tax (either $50 or a fraction of company assets held and used in the state of Wyoming, whichever is greater.) You can file your report by mail or online.
The report and payment is due at the beginning of the anniversary month of the LLC. For example, if the LLC was formed on Oct. 11, the report and taxes are due on Oct. 1 of the following year. If you do not file the report and pay the taxes within 60 days of the due date, your LLC status may be revoked.
More information on LLC annual reports can be found here.
Foreign LLCs in Wyoming
Foreign LLCs (those not formed in Wyoming) intending to do business within the state are required to file a Foreign Statutory Trust Application for Certificate of Authority with the Secretary of State and pay the corresponding $100 fee. Foreign LLCs are also required to appoint a registered agent authorized to receive service of process for the LLC.
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