A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Wyoming. For more information on how to form an LLC in any state, see Nolo's article How to Form an 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. See the Secretary of State's guide How to Choose a Company Name. 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.
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.
A Wyoming LLC is created by filing Articles of Organization with the Secretary of State. The articles must include:
The articles must be accompanied by a written consent to appointment signed by the registered agent (this form is included with the Wyoming Articles of Organization form).
The articles may be filed by postal mail or online. The filing fee is $100, $102 for online filing.
An LLC operating agreement is not required in Wyoming, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
If an operating agreement is created, it need not be filed with the Articles of Organization.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
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 information, 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 Wyoming's LLC tax registration, check Nolo's article LLC Annual Filing Requirements in Wyoming.
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 of (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 an 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. For more information on filing Wyoming LLC annual reports, check Nolo's article LLC Annual Filing Requirements in Wyoming.
If you are just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business. To learn more about LLCs and decide if it is the right business structure for you, see What is a Limited Liability Company (LLC)?
It is important to make sure that your LLC's name is distinguishable from the names of other existing businesses on file with the Wyoming Secretary of State. You can conduct a name search for free on the Wyoming SOS website to make sure your proposed name is available.
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but will often cost you hundreds, if not thousands, of dollars in the process. Nolo's Online LLC formation service can complete all of the paperwork and filings for you, with packages starting at just $49.00. To learn more about the costs associated with forming and running an LLC, see How Much Does It Cost to Form an LLC?
Wyoming does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default. For more information, see The LLC Operating Agreement.
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:
For most formation purposes, a Wyoming single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Wyoming are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see Nolo’s article, How Single-Member LLCs Pay Federal Income Tax.
If you provide a licensed professional service in Wyoming and want to form an LLC, you will be required to form a professional limited liability company (PLLC). Examples of professional services include architects, attorneys, dentists, certified public accountants, and more. Generally, if you provide a service that requires you to obtain a Wyoming state license before practicing, then you are a professional service. Each member of the company must be licensed in order to form a PLLC. To learn more about forming a Wyoming PLLC, see our article, How to Form a Professional LLC in Wyoming.
If you reach the point where it is time to close your business and cease all operations, then you will want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Learn about the steps you will need to take.