Back in 1977, Wyoming became the first US state where an LLC was formed. Since then, LLC has become the mode of business entity that startups and entrepreneurs all across the United States prefer to go with.
Governed by Wyoming state regulations and statutes, a Wyoming LLC shares the traits of both a partnership and a corporation. The tax regulations are of a partnership, while the limited liability elements are of a corporation.
How To Start a Wyoming LLC
In this guide, we will walk you through the different steps involved in forming a Wyoming LLC.
Name of the LLC
Naming your LLC is the starting point for your Wyoming LLC formation. It is important that you set an easily distinguishable name for your LLC, or else you might have to face a rejection by the state.
Wyoming LLC name availability can be checked via the state’s online database.
Wyoming LLC Name Rules
Your business entity name should have ‘Limited Liability Company’, or ‘Limited Company’ which can be abbreviated as ‘LLC’ or ‘LC’ using the designators/combinations ‘L.L.C.’, ‘L.C.’, ‘Ltd’, ‘LTD’, ‘Limited Company’, ‘Liability Company’, ‘Limited Liability Co.’, ‘Ltd. Liability Co.’
Your LLC name should not have a designator that gives an impression of a different business entity type such as Corp., Inc., LP, etc.
Additionally, LLC names that start with an ‘A’ followed by a space can’t be filed online. In that case, you will have to file via mail.
As per Wyoming state law, you need to designate a registered agent for your LLC who will be working on your LLC’s behalf to receive legal documents.
A registered agent is an individual or an organization that works on an LLC’s behalf to receive court documents and other legal documentation. If the LLC is sued at some point, the registered agent will be the one to receive court documents.
Wyoming Registered Agent Requirements
According to Wyoming’s laws for registered agents:
- Must be at least 18 years of age
- Must be a resident of Wyoming
- Must have a valid physical address (P.O. box not permitted)
- Must be available during normal business hours on weekdays (Mon-Fri)
- You can be your own LLC’s registered agent
- A friend or a member of the family can be your registered agent (proof of consent required)
- You can hire a commercial registered agent
Articles of Organization
Next step is to file the Articles of Organization. This can be filed online or via mail – Approval time is 3-5 working days if done via mail and if filed through the online portal, it gets approved right away.
Filing fee is $100
LLC Approval Status
If your LLC gets approved, you will get the following documents by the state as an official confirmation of approval:
- Stamped & Approved Copy of Articles of Organization
- Certificate of Organization
- Filing Receipt
Download the Certificate of Good Standing
Once you get your LLC approved, you can also generate and validate a Certificate of Good Standing here.
This document verifies the legal status of your Wyoming LLC and the fact that it has been well-maintained. You might need this document while seeking finances from financial institutions or lenders, setting up a foreign LLC in a different state or renewing your LLC business licenses in future.
Although not required by the state of Wyoming, an LLC Operating Agreement is considered to be a good practice to prepare one.
What Is It?
An operating agreement serves as an internal document that lists the operating procedures and details about the ownership (members) of an LLC, along with the percentage of business owned by each member.
Moreover, it also includes details about taxation, how the business setup is managed and the way profits are distributed among the members.
How Does It Help?
An operating agreement ensures cohesion and makes sure its members are on the same page to avoid any disagreements or conflicts.
You do not need to submit, file or mail your Operating Agreement to any agency or institution. This is an internal document that you can keep for your own records.
Federal Tax ID (EIN)
Obtaining an EIN is the next, vital step while forming an LLC in Wyoming. EIN (Employer Identification Number) is a 9-digit number assigned by IRS (Internal Revenue Service) that uniquely identifies a business.
Also referred to as Federal Employer Identification Number (FEIN) or a Federal Tax Identification Number (FTIN), this number is necessary to open your LLC’s bank account, file taxes and hire employees.
How to Obtain an EIN?
EIN can be obtained from the IRS for free. There are three ways to do this:
- Use the online application portal
- Via mail (Form SS-4) to address:
Internal Revenue Service,
Attn: EIN Operation
Cincinnati, OH 45999
- Via fax (Form SS-4) at the following fax number:
Form SS-4 can be downloaded here if you want to file for an EIN via mail or fax. If you do not have an SSN (Social Security Number), you will need to obtain an EIN via mail or fax.
According to Wyoming state laws, you need to file an annual report with the Secretary of State along with a license tax annually.
This report is due on the 1st of the specific month when the LLC was registered. For example, if your Wyoming LLC was formed on 16th September, then your annual report and license tax will be due on the 1st of September every year there onwards.
You can file your LLC’s annual report through the online portal here. Or, if you wish to file it via mail, you can print the form available on the state’s website, fill it out and mail it at the following address:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Annual Report Charges
If your LLC’s assets are valued at less than $250,000, you will be charged a filing fee of $50 for the annual report. There is an additional $2 online convenience fee (this can be avoided if you fill it out online, print the form and send it via mail at the above address).
If the total value of your LLC’s assets is more than $250,000, then the filing fee will be 0.0002% of the total assets.
Late Filing Penalty
Although there are no late filing charges for annual reports, however, if you fail to file your LLC’s annual report within 60 days of the due date, the LLC will be dissolved by the state.
Wyoming Business License & Permit
There is no state-level business license in Wyoming, however, you might have to acquire a business license or permit depending on the industry that your LLC falls under. Fees for these licenses and permits also vary accordingly.
For federal licenses, you can read what specific licenses your LLC might need here. For more information on what type of licenses and permits might be applicable to your Wyoming LLC, we suggest to have a look at this guide.
Licenses at county or city-level might also be applicable to our LLC.
Wyoming LLC Tax Requirements
According to the nature of your business, you will be required to register your LLC to one or more types of state tax.
There is no state income tax in the state of Wyoming.
Depending on whether your Wyoming LLC is a single or a multi-member entity, you will need to report your LLC’s income to the IRS. You will use Form 1065 (for a multi-member LLC) or Form 1040 Schedule C (for a single-member LLC).
Wyoming Sales Tax
There is a 4% sales tax in the state of Wyoming. Counties might impose an additional 2% depending on the nature of your business setup.
If sales tax collection and remittance is applicable to your LLC, you will need to register with Wyoming Department of Revenue here.
Wyoming Employer Tax
If your LLC has employees, you will need to register with the Wyoming Department of Workforce Services for Unemployment Insurance Tax here.
More taxes might be applicable depending on the industry your LLC is part of and the city or county where it is based. Also, there are taxes in the state of Wyoming on alcohol, cigarettes, gasoline, property, etc.
Bank Account & Phone Number
Once your Wyoming LLC is legally formed and you have obtained your EIN, you should open a separate business bank account for your LLC.
Why should you open a separate account? – Well, a separate business bank account will keep yours and other LLC members’ personal bank accounts distinct and independent, giving maximum personal asset protection and personal liability protection to each member. Also, it makes it easier for all tax-related filings there onwards.
Obtaining a business phone number further strengthens your Wyoming LLC business formation. You do not have to use your personal landline or cell phone numbers, instead a Virtual Business Number (VBN), local numbers or a toll-free number can be purchased at affordable prices through various providers in Wyoming.
These numbers can be re-routed to your mobile phone so that you can get your business calls or emails on your phone.