How to Form an LLC in Wyoming

How to Form an LLC in Wyoming

Quick Start Guide ← you are here
This Quick Start Guide is a brief overview of how to form an LLC in Wyoming.

Detailed Lessons:

 

Wyoming LLC Costs:
Wyoming state fee: $100
Annual Report: $50 (if you have $250k+ in assets located in WY, then it’s higher)

Need to save time?
Hire a reliable service to form your Wyoming LLC:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee).


How to Form an LLC in WyomingA Wyoming LLC – Limited Liability Company – is a legal structure created to protect your personal assets in the event your business is sued. Your personal assets include anything you own in your name, like your home, vehicles, and any bank or retirement accounts.

You can form an LLC in Wyoming to operate a business, or you can form an LLC to purchase and hold assets, such as real estate, vehicles, boats, or aircraft.

To form an LLC in Wyoming:
– follow the Quick Start guide below (the brief overview), or
– follow the 8 lessons above (more detailed and step-by-step)

Need to save time? Hire a professional to form your LLC in Wyoming:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee).

1. Wyoming LLC Name

• Before filing a Wyoming LLC with the Secretary of State, you need to make sure that your desired LLC name is available to use by searching the state’s database.

• Your Wyoming LLC’s name must be unique and distinguishable when compared to all the existing businesses registered in the state.

• Wyoming is very strict about name distinguishability. If you file your LLC online and your name is not distinguishable, the state will reject your LLC and you’ll forfeit your $100 filing fee. For this reason, we strongly recommend you read our complete Wyoming LLC Name Lesson.

• Wyoming LLC Name Search:

https://wyobiz.wy.gov/business/filingsearch.aspx

• Names that start with an “A” and are followed by a space: If your desired Wyoming LLC name starts with an “A” and is followed by a space, you cannot file your LLC online. It must be filed by mail.

• LLC Designator: As per Wyoming law – section 17-29-108 – your LLC name must end with a proper designator. Wyoming allows for the following designators:

– LLC
– L.L.C.
– LC
– L.C.
– Ltd./LTD.
– Limited Company
– Liability Company
– Ltd. Liability Co.
– Limited Liability Co.
– Limited Liability Company

Tip: If you’re not sure which designator to use, “LLC” is the most common.

• Your Wyoming LLC name cannot include a designator that makes it sounds like a different type of legal entity: Corporation, Corp., Inc., Incorporated, Limited Partnership, LP, L.P., or Trust.

• Domain name: while you’re at it, grab your domain name ahead of time:

GoDaddy Domain Search:

2. Wyoming Registered Agent

• The Wyoming Secretary of State requires that a Registered Agent be listed on your LLC’s Articles of Organization.

• A Wyoming Registered Agent is a person or company who agrees to receive legal mail and court documents (called Service of Process) in the event your LLC is sued.

• Your LLC’s Registered Agent must have a physical address in Wyoming. PO Boxes are not allowed. This ensures that the courts and legal system can “serve” someone if needed.

• Your LLC’s Registered Agent needs to maintain normal office hours and be available from 9am to 5pm, Monday through Friday.

• Who can be your LLC’s Registered Agent in Wyoming?

Option #1 is for you to be your LLC’s Registered Agent.

Option #2 is for a friend or family member to be your LLC’s Registered Agent. They must agree to do so, and you’ll need their consent.

Option #3 is to hire a Commercial Registered Agent. This should be used if you (or a friend or family member) don’t have an address in Wyoming that is maintained during business hours.

Note: if your Wyoming Registered Agent is going to be an individual (you, a friend, or a family member), that individual needs to have a street address in the state, be a resident of Wyoming, be available during business hours, and be at least 18 years of age.

• Commercial Registered Agent Recommendation in Wyoming: If you need (or prefer) to hire a Wyoming Commercial Registered Agent, we recommend IncFile ($99 per year) or Northwest Registered Agent ($125 per year).

IncFile is a bit cheaper, but their customer support is not as good as Northwest Registered Agent.

3. Articles of Organization

• Wyoming LLC forms: “Articles of Organization” and “Consent to Appointment by Registered Agent” (these can be filed online or by mail).

• Wyoming LLC filing fee: $100

• Approval times:

– Your LLC will be approved in 3-5 business days if you file by mail.

– Your LLC will be approved immediately if you file online.

• File LLC online (recommended method): https://wyobiz.wy.gov/Business/RegistrationInstr.aspx

• File LLC by mail: https://soswy.state.wy.us/Forms/Business/LLC/LLC-ArticlesOrganization.pdf

– Pay by check or money order and make payable to the “Wyoming Secretary of State”.

– Mail completed and signed Articles of Organization, Consent to Appointment by Registered Agent, and $100 filing fee to:

Wyoming Secretary of State
2020 Carey Avenue
Suite 700
Cheyenne, WY 82002-0020

What your LLC approval will look like: Whether you file online or file by mail, the state will email you back the following documents, serving as your LLC’s official approval:

– Articles of Organization (stamped and approved copy),
– Certificate of Organization,
– and a Filing Receipt

• Certificate of Good Standing: After your Wyoming LLC is approved, you can also download a Certificate of Good Standing here: https://wyobiz.wy.gov/Business/ViewCertificate.aspx

Need to save time? Hire a professional to form your LLC in Wyoming:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)

4. LLC Operating Agreement

• A Wyoming LLC’s Operating Agreement is where you will list the owners (called “members”) of your LLC, as well as how much of the business they own. You can have 1 member with 100% ownership, or you can have multiple members and split the ownership any way you’d like.

• The LLC’s Operating Agreement will also spell out how the LLC is taxed, how the business is managed, and how profits are split.

• Single-member Wyoming LLC: Even if your LLC has 1 member, it is best practice to have an Operating Agreement on file. This helps keep your personal assets protected in the event of a lawsuit. It helps show that you are running the LLC properly.

• Multi-member Wyoming LLC: There are no default rules as to how you split ownership in a multi-member Wyoming LLC. You’ll just decide that amongst yourselves and then place your ownership percentages inside the Operating Agreement and then have the members sign.

• “Internal Document”: Your Operating Agreement does not need to be mailed to the Wyoming Secretary of State, to the IRS, or to any other agency. Your Operating Agreement is an “internal document”, meaning you just keep a copy amongst the members and with your business records.

• Download a free Operating Agreement for your LLC: You can pick from one of the 3 following formats: PDF, Google Doc, or Microsoft Word.

5. Federal Tax ID Number (EIN)

• A Federal Tax ID Number is obtained from the IRS after your Wyoming LLC is approved by the Secretary of State. This number is used to identify your LLC with the IRS, mostly for tax purposes (similar to how a social security number works for individuals).

• Opening a bank account: you’ll use your LLC’s Federal Tax ID Number to open a business bank account.

• If applicable, you’ll also use your LLC’s Federal Tax ID Number to apply for certain licenses and permits and for handling employee payroll taxes.

• Common names: a Federal Tax ID Number has many different names, but they all mean the same thing. For example, EIN, Employer Identification Number, FEIN, Federal Tax Number, or Federal Employer ID Number.

• Wait for your LLC to be approved: Wait until the Wyoming Secretary of State approves your LLC before applying for your Federal Tax ID Number (EIN). Unfortunately, many people make the mistake of getting an EIN before the LLC is approved in Wyoming.

• Free ($0): The IRS provides Federal Tax ID Numbers at no charge. Be careful about what you read online if someone is claiming you have to pay to get one.

• How to apply: There are 3 ways to obtain a Federal Tax ID Number (EIN) from the IRS.

1. Apply online (recommended method) – approved immediately.
2. Mail Form SS-4 – approved in 4 weeks.
3. Fax Form SS-4 – approved in 4 business days.

• Form SS-4: Download from the IRS here. Only needed if filing by mail or fax.

Mailing Address:
Internal Revenue Service,
Attn: EIN Operation
Cincinnati, OH 45999

Fax number:
855-641-6935

• Don’t have an SSN? (foreigners): If you don’t have a US social security number, you can still get an EIN from the IRS. You just can’t use the online application. Instead, you need to complete Form SS-4 and send it the IRS by mail or by fax. We recommend sending by fax since the approval time is faster.

Tip: On line 7b, where it asks for your SSN, just write “Foreign” instead. This is how to get an EIN as a foreigner.

• LLC owned by an existing company: If your LLC is owned by another company, you can’t get an EIN online. The online filing system will return an error on the last page. You’ll need to file Form SS-4 by mail or by fax.

6. Wyoming LLC Annual Report

• All LLCs in Wyoming (regardless of income or activity) must regularly file an Annual Report. This is an ongoing requirement and it is due every year.

• For most LLCs, the Annual Report fee is $50.

• Again, all LLCs in Wyoming must file this Annual Report , even if you have no business activity or make $0.

• Due date: The Wyoming Annual Report for LLCs is due every year. It’s due by the first day of the LLC’s formation month (the month your LLC was approved). Also, your first Annual Report is not due until the year following the year of LLC formation.

For example: if your LLC was approved on April 18th 2017, then your first Annual Report will be due before April 1st 2018. Then it is due before April 1st every year after that.

• Annual Report fee details:

If your LLC has no assets, or assets less than $250,000 located in Wyoming:
Your Annual Report fee is $50.

If your LLC has assets located in Wyoming valued at $250,000 or more:
Your Annual Report fee is calculated by taking $0.0002 and multiplying that by the value of your LLC’s assets located in Wyoming. For example, if your LLC has $550,000 in assets located in Wyoming, then your fee will be $110 (550,000 x 0.0002).

• Also known as License Tax: FYI, the Annual Report fee is sometimes referred to as the “License Tax”. They are the same thing.

• How to file: file online (recommended) or file by mail. Whether you file online or by mail, you’ll still have to complete the form on the Wyoming Secretary of State’s website. Then from there, you’ll either submit it electronically, or print it out and then mail it to the state.

• Mailing address (not needed for online filers):

Wyoming Secretary of State
2020 Carey Avenue
Suite 700
Cheyenne, WY 82002-0020

• Penalty for late filings: If your Annual Report is not filed within 60 days of the due date, the Wyoming Secretary of State has the power to, and may administratively dissolve (shut down) your LLC.

7. Business Licenses and/or Permits

• Wyoming does not have a state-level business license (unlike a few other states).

• Instead, business licenses and permits in Wyoming are determined by the location of your business and what type of industry you are in.

• You can research things yourself, or you can contact the Wyoming Economic Development Agent and speak with Paul Howard (307-777-2843). He is the License and Permit Program Manager. He’s available Monday through Friday during business hours.

• You may also want to contact your county, city, or town to see if they enforce any local license or permit requirements.

• Need to save time?: IncFile offers a license research package for $99.

8. Wyoming State Taxes

• Federal: Wyoming LLCs, in their default tax status, are pass-through entities, meaning the profits and losses from the LLC will flow through to your personal tax return with the IRS. The profit or loss is usually listed on a Schedule C and becomes a part of your personal 1040 return.

• State income tax: Wyoming does not impose a state income tax.

• Sales tax: Wyoming has a 4% sales tax and counties may add an additional 2%. If your LLC will collect and remit sales tax, you’ll need to register with the Wyoming Department of Revenue.

• Local taxes: Depending on the city and/or county where your LLC is located, you may have to file a local return.

• Additional Taxes in Wyoming: Wyoming imposes taxes on gasoline, cigarettes, alcohol, real property, personal property, and inheritance and estate tax.

• Recommendation: Determining your federal, state, and local taxes can be a bit complicated and if done improperly can negatively affect your LLC. For that reason, we recommend speaking with a few accountants after your Wyoming LLC is formed. Check out our how to find an accountant guide, or you can do a search using Thumbtack or Yelp.

9. LLC Bank Account

• After getting a Federal Tax ID Number (EIN) from the IRS, you can now open a separate bank account for your LLC.

• 2 main reasons why you should open a separate bank account for your LLC:

– It makes accounting and bookkeeping a lot easier
– It helps maintain your personal liability protection (by keeping personal assets and business assets separate)

• Items needed to open a bank account for your LLC:

– Stamped and approved copy of your Articles of Organization
– Federal Tax ID Number (EIN)
– 2 forms of ID (driver’s license, passport, etc.)

• Banks may require other documents (such as your LLC’s Operating Agreement) before you can open an account, but usually the items listed above are enough. Just to be safe though, we recommend calling the bank ahead of time to double-check.

• What else you should know:

– Members who want to be signers on the LLC bank account must be physically present during the opening of the account.

– Many banks charge monthly maintenance fees for business bank accounts, but if you call a few banks in your area, it’s likely you’ll find a free business checking account.

– Don’t be confused if the bank representative asks you for your LLC’s Trade Name (aka “DBA”). If your LLC is operating under its own name, a DBA is not required. Often, a lot of bankers don’t really know a lot about how LLCs and DBAs work. On the other hand, if you filed a Trade Name, in addition to your LLC, then bring your Registration of Trade Name approval as well. Having said all that, most LLC’s just operate under their own name and don’t have a Trade Name.

• Most banks will also issue a debit card on the spot when you open your LLC’s bank account.

• If you’d like to start building business credit and maybe even some travel (or cashback) rewards, you can also get a credit card for your LLC. You can search for business credit cards at www.creditcards.com

Wyoming State Agencies

Wyoming Secretary of State (Business Division)
307-777-7311
8:00am – 5:00pm (Monday – Friday Mountain Time)
http://soswy.state.wy.us/contactus.aspx

Wyoming Department of Revenue
307-777-5200
8:00am – 5:00pm (Monday – Friday Mountain Time)
http://revenue.wyo.gov/home/contact-information

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Matt Horwitz
Founder & Educator at LLC University
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! We teach LLC formation (for free) in all 50 states. We're here to help, so reach out with any questions!
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