Wyoming has business-friendly laws and offers tons of benefits that attract budding entrepreneurs, especially those wanting to reduce their tax liability.
The procedure to start an LLC in Wyoming doesn’t deviate much from the standard process used in the other states. But there are a few considerations to know about and keep in mind.
This guide provides a step-by-step rundown to launching a Wyoming LLC. Use it to help you get your business up and running in no time.
The Easy Parts of Starting an LLC in Wyoming
Typically, government processes are bureaucratic and tedious. However, the state of Wyoming makes it easier for business owners to form an LLC, offering online formation and registration services.
What’s more, you can simplify the process further by signing up with Incfile that offers well-rounded LLC services in the state. It takes full responsibility of the formation and registration process, as well as assigns a registered agent to your LLC to meet state requirements.
Wyoming also has a business-friendly tax climate. This means you save plenty of tax money, which can be used for other business endeavors.
The state doesn’t levy any corporate state income tax, personal state income tax, inventory taxes, franchise taxes, occupation tax, or value-added tax. Moreover, Wyoming also has a minimal state and average local sales tax rate of 5.34%, which is considerably lower than most U.S. states.
You aren’t liable for your LLC‘s debts as well.
A properly formed LLC with its own EIN is recognized as a separate legal entity in Wyoming. All its members and managers are assured of a high degree of protection from lawsuits. Plus, thanks to minimal reporting and disclosure obligations and the fact that LLC ownership details aren’t maintained on Wyoming public records, owners also enjoy unparalleled security and privacy.
Other benefits include relatively low filing fees and minimum corporate formalities.
The Difficult Parts of Starting an LLC in Wyoming
Wyoming is a good state for ensuring privacy because the state doesn’t require a list of the owners and managers of the LLC. However, this anonymity is incomplete because newly-passed statutes allow the state to demand the list of names and personal information of the owners and managers of the LLC from the registered agent.
While this isn’t a significant issue yet, it may not sit well with owners who want full privacy.
Wyoming also has complicated asset protection policies when it comes to foreign operations. People running an LLC in Wyoming from a different state might run into conflicting laws, which could even cause them to lose asset protection.
Additionally, if you fail to pay the annual fee in Wyoming for two years, you can never reinstate your LLC. You’ll have to start all over again and file a new LLC. This isn’t an issue in other states, where owners can revive a company no matter how long it has been defunct.
Step 1: Choose a Name for Your LLC
Choosing your business name is the first step in starting your Wyoming LLC.
While there are no serious restrictions, your LLC’s name must comply with Wyoming naming requirements and should be easily searchable by potential clients. In addition to following state requirements, it’s also better to check URL availability if you plan to launch a website down the line.
Follow Naming Guidelines
Here’s a list of factors to keep in mind when picking an LLC name in Wyoming:
- LLC name must be distinguishable from other Wyoming LLCs, corporations, and partnerships
- LLC name must include the phrase “limited liability company“ or one of its abbreviations (LLC or L.L.C.)
- LLC name cannot include words that could potentially confuse your company with a government agency (Treasury, FBI, State Department, etc.)
- You’ll have to file additional paperwork and include a licensed individual, like a doctor or attorney, if the LLC name includes restricted words (Bank, Attorney, University, etc.)
All the above regulations are important to follow. Failing to meet even one of the above guidelines may land you in trouble with the state.
Check Name and URL Availability
Wyoming, like most states, prohibits different companies from doing business under the same names. So if you use a name that’s already taken by another Wyoming business, you’ll have to pay a sizable fine.
To avoid this, check name availability via a quick search on the Wyoming Secretary of State website. Only proceed with the name once you’re sure the name hasn’t been taken by any other businesses.
Similarly, you want to make sure that no one else is using the web domain you want–you won’t get penalized by the state if this happens, but you will lose out on valuable online exposure. So check online to see if your chosen business name is available as a URL.
Reserve Your LLC Name (Optional)
Legally organizing your business in the state will take some time. You can consider reserving your LLC name with the Secretary of State to prevent another Wyoming business entity from using it.
File an application for Reservation of Name with the Wyoming Secretary of State by mail and pay the filing fee of $50. This will reserve your name for up to 120 days.
Note: Currently, an online filing option isn’t available for name reservation.
Step 2: Appoint a Registered Agent in Wyoming
Another strict requirement is nominating a Wyoming registered agent for your LLC.
A registered agent is a state resident or business entity with a street address in Wyoming responsible for receiving your legal documents and will be your business’s point of contact with the state. In case the appointed individual or business is based out of state, they must have a business office in Wyoming.
Being your own registered agent is also an option, but I highly recommend using a registered agent service.
A registered agent must be available (in person) during normal business hours, which may not always be possible for you. Hence, it’s better to assign this responsibility to someone else.
Get Written Consent From Registered Agent
Your chosen registered agent must consent to appointment in written or electronic form. The statement of consent should include the following details:
- The name of your LLC
- An express statement confirming the person designated consents to serve as the LLC’s registered agent
- The name of the person designated as registered agent
- The signature of the registered agent
- The date of execution
You need the written consent when filing your Articles of Organization in Step 3.
Hire an LLC Service
You can even consider enlisting an LLC service to act as your registered agent. These companies can make your life seriously easier by offering a wide range of LLC services, including LLC formation, registered agents, and tax filing.
Below are my top three LLC service choices that offer reliable registered agent services:
Incfile is a nationwide registered agent service provider that can effectively manage all your vital legal documents and prevent unnecessary complications. It also sends email and SMS notifications whenever they receive documents for your business.
Incfile’s registered agent service is free for the first year, after which you have to pay $119 annually.
ZenBusiness can handle all correspondence with the Secretary of State—or any other agency overseeing business formation in Wyoming—to ensure all your legal and tax documents are properly managed and communicated. Not only does the service protect and manage your paperwork, but it also helps ensure compliance.
The registered agent service is only available as a part of subscription plans. At the moment, you can choose between two plans priced at $99 and $149 respectively.
Rocket Lawyer offers registered agent services to simplify compliance in all 50 states. It keeps all your legal notices online and easily accessible, and scans and emails all official documents to ensure you never miss any important legal notifications.
What’s more, these agents are experienced professionals who have served thousands of growing businesses.
Step 3: File Your Articles of Organization
To start an LLC in Wyoming, you have to file the Articles of Organization with the Wyoming Secretary of State. You can do this online or via mail, plus you’ll also have to carry out a few other procedures. Let’s take a look.
Prepare the Articles of Organization Document
Your Articles of Organization should include key details, without which it won’t be valid. These include the following:
- Your company name (note this must comply with Wyoming LLC naming requirements).
- Your business name and address.
- A signed “consent to appointment“ by your chosen registered agent. When filing online, be sure to check the box stating you have to send. In case you file by paper, include a signed document by your agent.
- An email address for future correspondences
- Name and signature of the LLC organizer
- Filing fees ($100- $102)
File the Articles of Organization
The final step to make your LLC official in the state of Wyoming involves filing the Articles of Organization through the Secretary of State. You can do this either online or by mail.
To file the document online, go to the Wyoming Secretary of State website and pay the $102 filing fee.
To file the document by mail, you have to first download the form, fill it up, and then mail it to this address:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
If you submit and pay for the Articles of Organization online, your LLC formation will be immediate. However, if you file it by mail, the process could take 5-7 business days.
Step 4: Draft Your Wyoming LLC Operating Agreement
Wyoming hasn’t made it compulsory for LLC owners to have an operating agreement, but it’s a recommended practice to avoid any misunderstandings down the road.
An operating agreement is a legal document detailing the ownership and operating procedures of your LLC. It’s a comprehensive agreement that ensures all business owners are on the same page concerning operation and management, reducing risks of future conflicts.
Create the LLC Operating Agreement
The operating agreement should contain the following information:
- The products and services offered by the company
- Every member‘s name and address (and even the managers, if there is one)
- Members’ financial contributions or percentage interest in the company
- Every member’s rights and responsibilities
- Every member’s voting powers
- How profits and losses will be allocated
- Rules for holding meetings and taking votes
- Procedure for admitting new members
- Buyout or buy-sell provisions that outline what happens when a member wants to sell their interest, dies, or becomes disabled
- Dissolution procedure
After drafting, store the agreement internally and keep it on file for future reference. You don’t have to file your operating agreement with the state.
Step 5: Carry Out Your Post-LLC Formation Duties
At this stage, you already have an official LLC that’s recognized in Wyoming. But there are a few other legal requirements you must fulfill to comply with all applicable federal, state, and local regulations.
Obtain an Employer Identification Number
All newly founded LLCs in the United States are required to have an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). That said, you can skip this step if you are a single-member LLC.
An EIN is a nine-digit number that helps the IRS identify businesses for tax purposes. Think of it as a Social Security number for your business. You’ll need an EIN to open a business bank account, file and manage federal and state taxes, and hire employees.
You can get your EIN for free. Head over to the IRS website to apply.
Obtain Business Licenses and Permits
Wyoming LLCs may have to obtain one or more state or locally issued business licenses, permits, or certifications depending on the nature of the business and location.
To find out which licenses and permits apply to your business, visit the Licensing and Permitting page of the Wyoming Business Council website for more information on state business licenses and permits. Contact a county or city clerk in the county or municipality where your LLC is based to learn about local licensing requirements.
Register With the Wyoming Department of Revenue
LLCs doing business in Wyoming must register with the Wyoming Department of Revenue depending on whether the company has employees or collects sales tax on retail goods and services. You can learn more about DOR registration, as well as file the necessary forms online, at the Department of Revenue website.