Forming an LLC in Wyoming
To form an LLC in Wyoming, here's everything you need to know.
1. Choose a Name for Your LLC
Under Wyoming law, an LLC name must contain the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.,” “Limited Company,” or the abbreviations “LC” or “L.C.,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or “Limited Liability Co.” The name of a low profit SMLLC must contain the words “Low Profit Ltd. Liability Company,” “Low Profit Ltd. Liability Co.” or “Low Profit Limited Liability Co.” or the abbreviations “L3C” or “l3c.”
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Wyoming Secretary of State. Names may be checked for availability at the Wyoming Secretary of State business name database.
You may reserve a name for 120 days by filing an Application for Reservation of Name with the Wyoming Secretary of State. The reservation must be filed by mail. The filing fee is $50.
2. File Articles of Organization
A Wyoming LLC is created by filing Articles of Organization with the Secretary of State. The articles must include: the LLC's name and address and the name and address of the LLC’s registered agent. The articles must be accompanied by a written consent to appointment signed by the registered agent (this form is included with the Articles of Organization form). The articles must be filed by postal mail. The filing fee is $100.
3. Appoint a Registered Agent
Every Wyoming LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Wyoming resident or business entity authorized to do business in Wyoming. The registered agent must have a physical street address in Wyoming.
All of the paperwork and procedural steps to start a limited liability company in Wyoming can be done online using Nolo's Wyoming Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Wyoming, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For more informatin, check the Wyoming Business Council website.
Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax, you’ll need to register with the Wyoming Department of Revenue (DOR). You can download forms for sales tax and other registrations from the DOR website. For more information on state LLC tax registration, check Nolo's article Annual Report and Tax Filing Requirements for LLCs: A 50-State Guide.
7. Annual Report
All Wyoming LLCs and foreign LLCs authorized to do business in the state must file an annual report with the Secretary of State. All LLCs must pay an annual report license tax equal to the greater or (1) $50, or (2) two-tenths of one mill on the dollar ($.0002) based on the company’s assets located and employed in the state of Wyoming. The report and tax may be filed online or by mail. The report and tax payment due on the first day of the anniversary month of the LLC's formation--for example, if a LLC was created on June 15, the annual report is due each year on June 1. If the report is not filed and annual tax are not paid within 60 days from the due date, the LLC will be subject to dissolution/revocation.
8. Foreign LLCs Doing Business in Wyoming
To do business in Wyoming, all LLCs organized outside of the state must register with the Wyoming Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a Wyoming resident, or a business entity authorized to do business in Wyoming.
To register, file an Application for Certificate of Authority with the Secretary of State.The application may must be filed by postal mail. The filing fee is $100 .
The completed application must be accompanied by:
- a written consent to appointment signed by the registered agent (this form is included with the Application), and
- a certificate of existence or good standing from the foreign LLC’s home state dated no more than 60 days prior to the filing in Wyoming.