Forming an LLC in Wyoming
A Wyoming limited liability company (LLC) is a business entity that many small businesses in the state choose when they are just getting started. Many business owners start an LLC because this type of business allows them to protect their personal assets.
Now that you're an entrepreneur and have decided to form a Wyoming LLC, let's go through a step-by-step guide for the Wyoming LLC formation process.
Steps to Forming an LLC in Wyoming
Name Your LLC
Creating a legally proper LLC name is one of the first actions in LLC formation. It's up to you to create a great name for your business. Wyoming law requires that the name be unique and different from any other company name.
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You can use the Secretary of State business entity search page to do a name search and ensure that your chosen name isn't already in use for an existing business. This search is just a preliminary step to the state filing. You still need to go through the registration process to get your name approved by the state.
After you have decided on a name, the name you will submit to the Secretary of State must then contain one of these legal suffixes or abbreviations:
- Limited Liability Company
- Limited Company
- Limited Liability Co.
- Ltd. Co.
Wyoming allows you to reserve a business name for 120 days while the formation process continues. This is done through the Wyoming Business Center. Reserving your Wyoming LLC name is not a guarantee that your name will be approved, but it keeps anyone else from using it for that time. There is a $60 filing fee for this.
Get a Registered Agent
The State of Wyoming requires an LLC to have a commercial registered agent for service of process before formally filing with the state. A registered agent is designated to receive process (legal documents) on behalf of the LLC. A Wyoming registered agent can be an individual or a company (domestic or foreign), but state law requires your registered agent to have a physical Wyoming street address. A P.O. Box is not acceptable. A forming LLC will often choose a professional registered agent service or may choose the company lawyer.
File Your Articles of Organization
You are now ready to file articles of organization to register your business with the Wyoming Secretary of State.
Your LLC articles of organization must contain the following:
- LLC name and mailing address
- Name and physical address of the registered agent
- Consent to appointment by registered agent
- Effective date of the LLC filing
- Organizer name
- Organizer signature(s)
- State fee of $100
You can do an online filing for your Wyoming articles of organization with the Secretary of State's business center or file by mail with the paper form. If you file by mail, processing time is up to 15 business days.
Draft an Operating Agreement
Although an operating agreement is not required under Wyoming law, it can be a good idea to clarify each members' interest. An LLC's operating agreement should contain the following points:
- Percentage of members' ownership
- Voting rights and responsibilities
- Powers and duties of members and managers
- Distribution of profits and losses
- Holding meetings
- Buyout and buy-sell rules (procedures for transferring interest or in the event of a death)
- Designation as a Close LLC if it is one
The members may manage an LLC or hire an outside manager. You will indicate which you have chosen on your registration application.
Get an EIN
If you have employees, you must file to receive an Employer Identification Number (EIN) on the Internal Revenue Service (IRS) website. This is similar to a Social Security number but is used to identify a business. You must also apply for your EIN if the LLC has more than one member. You will be subject to all federal tax-withholding rules. You may be required to have an EIN for your LLC before you can open a business bank account.
Set Up Business and Tax Accounts
You should find out what LLC taxes may apply to your business and whether you need to set up accounts to obtain additional licenses or permits. You can check with the Wyoming Department of Revenue to learn more about state taxes your business may be required to pay. If you have employees, contact the Wyoming Department of Workforce Services to create an account and register for workers' compensation and unemployment insurance.
The state taxes that apply to your LLC depend on the kind of business it conducts. You should check with the Wyoming Department of Revenue to confirm your LLC's tax obligations.
State Business Tax
Wyoming has no personal or corporate state income tax. Your LLC may, however, be subject to federal income taxes.
State Employer Tax
If your LLC has employees, you need to register it as an employer with the Wyoming Department of Workforce Services for unemployment insurance and workers' compensation accounts. Although there is no state withholding tax in Wyoming, employers are required to pay state unemployment taxes.
Sales and Use Taxes
If your LLC engages in the sale of goods or services, it will be subject to the state sales tax. You can look up your LLC's address and sale dates on the Wyoming Department of Revenue website to confirm the combined state and local tax rate and the jurisdiction taxing your LLC. To file sales tax, register your Wyoming business with the sales/use tax license application issued by the Wyoming Department of Revenue.
Business Licenses and Permits
Your LLC may also be required to apply for local licenses and permits. You should check with the city or county where your business is located to apply for any applicable licenses and permits. Wyoming professions may require your LLC to have specific licenses or permits before you can do business in the state. For example, if your LLC makes or sells food products, you need to apply for a license through the Wyoming Department of Agriculture.
Depending on where your LLC is located, you may also need to apply for local permits or licenses. You should check with the local city or county government to confirm. You can also contact the Wyoming Business Council for assistance with business licensing and permits.
Registering in Other States
If you want to do business in another state, you will likely have to apply to do business as a foreign LLC and provide proof of your LLC's good standing in its home state of Wyoming.
Wyoming LLCs must file an annual report with the Secretary of State to remain in good standing. Active registered business entities can file online using the Secretary of State's annual report wizard or by mail. It is due on the first day of the anniversary month of formation. The fee is an annual report license tax of $60 or two-tenths of one mill on the dollar ($.0002), whichever is greater based on the LLC's assets located and employed in the state of Wyoming.