Are you looking to form a Wyoming limited liability company (LLC)? You're not alone. New enterprises often choose Cowboy State because of its excellent asset protection, restricted liability protections, and favorable tax structures.
You'll have a winning combination when you combine those state perks with the benefits of the LLC business structure—like the ability to separate your assets and liabilities from your company's. But, you must formally incorporate an LLC before you can begin to enjoy those advantages. Additionally, you must form it accurately to maintain your good status with the state.
While this may sound intimidating, our seven-step guide to forming an LLC in Wyoming has you covered.
Give Your Wyoming LLC a Name
One of the first steps in LLC formation is creating a legally correct name for the company. It is up to you to create a fantastic name for your company. According to Wyoming law, the name must be distinct from all other company names.
To make sure another company isn't already using your selected name, you can perform a name search on the WY Secretary of State business entity search page. The state filing merely requires this search as a first step. The state still has to approve your name, so you must go through the registration process.
Once you've chosen a name, it must conclude with "Limited Liability Company," "Limited Company," or any variant that reflects the abbreviation, such as LLC, L.L.C., LC, L.C., or Ltd. Co.
While the formation procedure is ongoing, Wyoming permits you to hold onto a business name for 120 days. The Wyoming Business Center is the conduit for this. Although reserving your Wyoming LLC name prevents others from using it during that period, it does not ensure that your name will be accepted. For this, there is a $60 filing fee.
Appoint a Registered Agent
Before formally filing with the state, an LLC in Wyoming must have a commercial registered agent to facilitate process service. The LLC designates a registered agent to accept process or legal paperwork. State law mandates that your registered agent have a physical street address in Wyoming, but it is optional for your registered agent to be a local or international firm. You cannot use a P.O. Box. A newly formed LLC will frequently select a qualified registered agent service or a business attorney.
File Your Wyoming Articles of Organization.
Now that your business is registered with the Wyoming Secretary of State, you can submit articles of organization.
The following must be included in your LLC's articles of organization:
The name and mailing address of the LLC
The registered agent's name and physical address
An agreement bearing the registered agent's signature
The date on which the LLC filing became effective
The name and signature(s) of the organizer
A $100 state fee
The Secretary of State's business center allows you to file your Wyoming articles of organization online or by mail with a paper form. The processing period for mail-in applications is up to 15 business days.
Create an Operational Agreement
Wyoming law does not need an operating agreement, but ensuring each member's interests is understood can be a good idea. The following details must be included in an LLC's operating agreement:
Ownership percentage of members
Voting obligations and rights
Members' and managers' roles and responsibilities
Allocation of gains and losses
Rules governing buyouts and buy-sells (the processes for transferring ownership or in the case of a death)
Designation, if any, as a Close LLC
An LLC may be managed by its members or by an outside manager. On your registration application, you must specify which you have selected.
Acquire an EIN
If you have employees, you must apply for an Employer Identification Number (EIN) on the IRS website. This is used to identify a business and is similar to a Social Security number. If the LLC has more than one member, you must also apply for your EIN. The regulations governing federal tax withholding will apply to you. Additionally, you might need to obtain an EIN for your LLC before opening a business bank account.
Establish Company and Tax Accounts
Find out whether your company is subject to LLC taxes and whether setting up accounts is required to obtain further licenses or permits. To find out more about any state taxes that your company could have to pay, contact the Wyoming Department of Revenue. Contact the Wyoming Department of Workforce Services to open an account and register for workers' compensation and unemployment insurance.
Submit Beneficiary Ownership Information Report (BOIR)
LLCs and other small firms must submit a beneficial ownership information report to the Financial Crimes Enforcement Network (FinCEN). First adopted by the Corporate Transparency Act, this obligation became effective at the beginning of 2024. Reporting organizations must furnish details regarding their beneficial owners.
Anybody who exercises control over the business holds 25% or more of the LLC's ownership stake or gains a sizable financial benefit from the LLC's assets is considered a beneficial owner under the Act. To comply with the provisions of the Act, you must provide the name, address, and proof of identity of each beneficial owner.
You can submit this report electronically or upload a PDF copy to the official website. After Wyoming approves your articles of organization, you must file within ninety days if your LLC is formed in 2024. LLCs established before 2024 will have until January 1, 2025, to submit. Moreover, LLCs formed after 2025 will only have 30 days to submit. Since Wyoming doesn't have a state BOI, all you have to do is deal with the federal application.
Stay Complaint with State Regulations
To stay in good standing, Wyoming LLCs are required to submit an annual report to the Secretary of State. Active registered business entities may submit their reports by mail or online through the Secretary of State's annual report wizard. The first day of the anniversary month of formation is when it is due. The annual report licensing tax is $60, or two-tenths of a mill on the dollar ($.0002), depending on the assets of the LLC that are used and located in the state of Wyoming.