You’re interested in forming a limited liability company (LLC) but unsure which state to create it?
Wyoming may be a good place to look, especially if you want to maintain your privacy. Wyoming is one of a few states that doesn’t require LLC members’ names listed on the Articles of Organization.
Also, a third-party LLC organizer such as a lawyer or a registered agent can file the company incorporation documents on your behalf.
Additionally, Wyoming has adopted the Uniform Limited Liability Company Act. In the Act, a membership interest in a limited liability company is protected from creditors by what’s called “charging order protection.”
In other words, if a judgment is reached, a creditor cannot take the membership interest from the debtor. All the creditor receives is a charging order, which means they would be entitled to distributions, but the debtor continues to own and vote on the interest.
In some states, if nothing is paid on a charging order, the creditor can then foreclose on the interest.
On the other hand, Wyoming state laws state that:
- The charging order is an exclusive remedy for a creditor
- A foreclosure action isn’t allowed.
What is not present in the Wyoming statute, however, is whether the above applies to a single-member limited liability company. States like Delaware have a specific provision stating, upfront, that their charging order protection is available for single-member LLCs too.
Despite that, Wyoming remains a highly attractive state for LLC formation many new business owners consider!
How to Start an LLC in Wyoming
- Step 1: Choose a business name for your Wyoming LLC
- Step 2: Designate a registered agent
- Step 3: File the Wyoming LLC articles of organization
- Step 4: Obtain an EIN (Employer Identification Number) from the IRS
- Step 5: Register with the Wyoming Department of Revenue and Department of Workforce Services
- Step 6: Prepare an LLC operating agreement
- Step 7: Open a Wyoming business bank account
Step 1: Choose a business name for your Wyoming LLC
The first step in forming a limited liability company is to select a business name for it.
Wyoming requires that all business entities have either of the following in the legal name:
- Limited Liability Company
- Liability Co.
Next, check if the selected name is available by using the business entity search tool on the Wyoming Secretary of State website. If you don’t get any hits for your option, you can use it for incorporation.
If you’re still undecided about proceeding any further, you can reserve the selected business name by filing the Limited Liability Company Application for Reservation of Name.
Once approved, it will get your LLC name reserved for 120 days. The fee for booking the LLC name is $60.
When you plan to have multiple business locations or sell product lines under different names, adding a DBA to an LLC is a good idea.
A trade name also called a doing business name (DBA), is an alternative version of your legal business name, registered with the state.
A good example is Walmart, whose actual legal name is Wal-Mart Inc.
Other times a company may do business under multiple names.
An example of this is Gap Inc. which does business under Old Navy, Athleta, and Banana Republic even though all of those brands are just part of the Gap Inc. company.
To file a Trade Name in Wyoming, you must file an application form with the Secretary of State and pay a $100 filing fee.
Step 2: Designate a registered agent
A registered agent is a resident or company that maintains a physical office in the state boundary lines of Wyoming.
Wyoming state statutes (W.S. 17-28-101) define a Wyoming registered agent as an individual or business entity located in Wyoming appointed by a company to accept service of process and official legal documents on the company’s behalf.
Your registered agent must be available on business days (Monday through Friday) during business hours at your registered office address.
Agents are required to accept legal documents on behalf of clients. Having a document delivered to your registered agent is proof that you have been notified about this document. Even if your registered agent fails to get this document to you, you have been legally notified.
So you should pick someone reliable.
While you may be your own registered agent, you must have a physical address and be physically located in Wyoming to qualify. P.O. boxes are not accepted.
Alternatively, you can hire a professional registered agent service for $50-$100 annually.
Step 3: File the Wyoming LLC articles of organization
Articles of Organization filing establishes your company with the state.
In WY, you can make a filing online or by mailing in a paper form to the Wyoming Secretary of State together with a $100 check.
Wyoming Articles of Organization must contain the following information:
- LLC name
- Name and physical address of the registered agent
- Company mailing address
- Principal office address
- Signature of the organizer authorized to sign on behalf of the company.
The processing time for the articles is up to 15 business days from the filing date when submitted by mail. Online filings are handled much faster — within a few days.
Unlike other states, Wyoming doesn’t offer an expedited filing service.
Step 4: Obtain an EIN (Employer Identification Number) from the IRS
You may need an EIN for your LLC.
The Internal Revenue Service (IRS) website provides a questionnaire for determining if you need an EIN for your LLC. Specifically, your LLC may require an EIN if:
- You file federal taxes as a partnership
- Your company has employees
- Your LLC has to withhold taxes other than wages on distributions to non-resident aliens
If the above doesn’t apply to you, you can use your social security number to file federal tax returns.
Step 5: Register with the Wyoming Department of Revenue and Department of Workforce Services
The state of Wyoming charges a 4% sales tax. Additionally, counties may charge up to an additional 2% sales tax.
If your LLC needs to collect and remit local sales tax, you’ll need to register with the Wyoming Department of Revenue. You can find more information on Wyoming’s Excise (Sales & Use) Tax Division site.
Also, any business conducting work in the State of Wyoming or hiring a Wyoming resident as an employee must register with the Division of Workers’ Compensation and Unemployment Insurance to have the coverage determined.
Per Wyoming Statutes 27-14-101 and 27-14-207, any employer subject to this act shall not commence business or engage in work in this state without applying for coverage under this act and receive a statement of coverage from the Division.
The employer may register and be found to be non-liable/optional in the State of Wyoming for coverage under the Monopolistic Fund. But the registration is required, so the Division has sufficient information to determine the employer’s coverage status.
You can register your business with the Wyoming Department of Workforce Services online. The employer must complete the application.
Step 6: Prepare an LLC operating agreement
An operating agreement is a document governing the internal operational processes and procedures within your LLC.
Single-member LLCs can skip this step (for now). But multi-member LLCs should consider it.
The Operating Agreement lays out the terms of LLC such as the following:
- The Manager of the LLC
- Officers of the LLC
- Voting rights of the members
- Members of the LLC’s rights to distribution of income and capital
- Capital accounts of each member
An operating agreement may be drafted by an attorney licensed to practice law in the State of Wyoming. Additionally, there are online websites offering operating agreement templates and online builders.
Step 7: Open a Wyoming business bank account
Maintaining a separate bank account for your LLC is important for preserving members’ limited liability in the event of a lawsuit or insolvency. LLCs provide a layer of asset protection from creditors to all members.
A separate account also prevents anyone from arguing in court that you and your company are essentially the same entity. And thus, you can be held accountable for any debts or liabilities of the business.
So it’s best to get a separate business account as soon as all your company formation documents are approved.
Some good Wyoming banks to consider are:
- Bank of the West
- Bank of Jackson Hole
- First Bank of Wyoming
- Uinta Bank
- Cheyenne State Bank
Wyoming LLC taxes, costs, and fees
Every Wyoming limited liability company has to file an annual report and pay a state fee.
The annual report fee is called a license tax. It’s a minimum of $60 or two-tenths of one million on the dollar ($.0002) of assets located in Wyoming, whichever is greater. Nonprofits are charged only $50.
Wyoming doesn’t have a franchise tax and the Annual Report License Tax, but Wyoming does have Sales Tax and other local taxes, found on the Wyoming Department of Revenue website.
Wyoming business permits and licenses
On a state level, WY doesn’t require business owners to hold a general LLC license.
But you may need a special “occupational” business if you provide regulated services. These are common from medical, finance, food, and beauty service providers.
You can learn more about licensing requirements for different occupations and industries on the WY Department of Workforce Services website.
Pros and cons of forming an LLC in Wyoming
Wyoming is a good place to start a new small business if the low startup costs, ease of formation, and privacy are items on your list of things to consider. Still, there are several drawbacks too.
Wyoming LLC pros
- You can keep LLC member names out of public record.
- No personal income tax for members living in the state
- No annual franchise taxes and minimal annual license tax
- Wyoming doesn’t share financial records with outside agencies
- Business-friendly corporate laws, offering greater protection to members
- Low state filing fees for all corporate documents
Wyoming LLC cons
- Tax advantages are primarily for people, residing in the state
- Annual report filings required
- Limited access to a highly-skilled workforce
Related: LLC Pros and Cons Explained
- You can form an LLC in Wyoming for as low as $100.
- WY LLCs enjoy extra legal protection against personal asset seizure.
- Resident business owners don’t have to pay personal income taxes.
- Most of the business filings can be completed online.
Wyoming LLC FAQs
Below are some of the most frequently asked questions (FAQs) about forming an LLC in Wyoming.