Forming an LLC in Wyoming

By Jordan Walker, J.D. | Legally reviewed by Ally Marshall, Esq. | Last reviewed November 20, 2022

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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.

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Table of Contents

Steps to Forming an LLC in Wyoming

1

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.

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.
  • L.L.C.
  • LLC
  • L.C.
  • LC
  • 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.

2

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.

3

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.

4

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.

5

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.

6

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.

Business and Tax Requirements in Wyoming

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.

Annual Filing Requirements in 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.

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Wyoming LLC Formation FAQs

    • The cost of having an LLC in Wyoming can vary based on a number of factors. The type of business, location, and whether the LLC has employees can affect the licenses, permits, taxes, and associated fees your LLC is required to pay. A fee schedule for LLCs can be found on the Secretary of State's website.

    • The fee to register your LLC in Wyoming and file your articles of organization is $100 ($102 if you file online).

    • To maintain your LLC in Wyoming, you must pay the 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. You may also have to pay for additional licenses and permits depending on your LLC's location and the type of business it is.

    • In Wyoming, you can form different kinds of LLCs:

      • Single-member LLC: A single-member LLC is made up of one member. It's similar to a sole-proprietorship but offers asset protection to the business owner who reports the LLC's income and expenses on personal tax returns.
      • Multi-member LLC: A multi-member LLC is comprised of two or more members or managers who share control of the business. The members can run the business themselves or opt to be manager-managed by allowing nonmembers to control the business activities.
      • Professional LLC: Wyoming does not have professional LLCs per se. The state allows professional corporations, which must end with the words "Professional Corporation" or the capital initials "P.C." A professional corporation can form an LLC, following the standard LLC formation rules. You would then wind up with something like "P.C., L.L.C."
      • Close LLC: Wyoming allows the formation of close LLCs. Wyoming law requires this type of LLC to have a statement in its operating agreement stating that the business is a close limited liability company. The significant difference between this structure and a regular LLC is that any member selling an interest in the organization requires the approval of all other members.
      • Series LLC: Wyoming is one of a few states that allow "series" LLCs, which are a group of LLCs operating under one master entity. This is intended to spread the risk of various ventures by providing liability protection across multiple series to protect each from liabilities from the others.

    • A certificate of formation documents the registration of your business. In Wyoming, it's called "articles of organization." You might need a certified copy of your articles of organization for opening bank accounts, merchant accounts, or getting loans for your LLC. You can request a certified copy of your initial filing or certified articles of organization with Wyoming Secretary of State's certified copy/certificate request form. There's a $10 fee for certified copies that are 10 pages or less and all certificates are $20.

    • You might have to obtain a certificate of good standing from the Wyoming Secretary of State if you want to register your business as a foreign LLC in a different state or jurisdiction, open a business bank account, or apply for financing. You can do this by paying the $20 fee and using the certificate request form.

    • To form an LLC in Wyoming, the following is required:

      • Choose a valid business name
      • Select a registered agent with a physical address within Wyoming
      • Draft an operating agreement (not required by Wyoming law, but recommended)
      • File your articles of organization with the Wyoming Secretary of State and pay the $100 filing fee

    • Benefits of forming an LLC in Wyoming include:

      • Limited personal liability protection for members for business debts and lawsuit
      • Fewer reporting and recordkeeping requirements than other kinds of entities, including corporations
      • Avoiding the double taxation—business and personal—of corporations if taxed as a pass-through entity
      • No requirement to disclose the identification of members to the public

    • To maintain your Wyoming LLC, you must file annual reports with the Secretary of State and pay the annual business license tax. If applicable, register and pay state unemployment insurance and workers' compensation fees. You should apply for and maintain any required local business licenses and permits and pay any required local, state, or federal taxes.

    • No. Articles of organization can be obtained from the Wyoming Secretary of State after you successfully file the articles of organization that are required to form an LLC in Wyoming. The certificate proves your LLC is a legitimate business in the state of Wyoming.

      An operating agreement is a contract between members of an LLC that defines the interest of each member and governs the LLC's business operations. Unlike articles of organization which are required by the state, an operating agreement is optional.

    • If your LLC is doing business as (DBA) under a different trade name, you can file an application to register a trademark or service mark with the Wyoming Secretary of State. The filing fee is $100, and you will be required to include the name of your LLC's members on the application. You can also reserve the DBA you want to use by filing an application to reserve a trade name and paying the $30 fee.

    • While LLCs don't have to get a state business license, they are required to pay a “business license tax" when filing its annual reports based on the value of the LLC's assets located within the state. You could be required to get certain licenses and permits for your LLC based on its location and the type of business it's doing.

    • The address for the Wyoming Secretary of State is:

      Secretary of State
      Herschler Building East, Suite 101122
      W 25th Street
      Cheyenne, WY 82002-0020

    • A domestic LLC is originally formed in Wyoming. It is created and registered by filing articles of organization in Wyoming.

    • To conduct business in a different state, you can register in that state as a foreign LLC. You should check with the appropriate government agency in that state or jurisdiction to confirm what's required to apply as a foreign LLC there. Typically, those steps include completing the following:

      • Do a search to make sure your LLC's name is available to use in the state
      • Obtain a certificate of good standing from your LLC's home state
      • Complete and submit the state application to register as a foreign LLC (along with your certificate of good standing and filing fee)
      • Apply for other required state and local business licenses or permits

    • If you have an LLC in another state or jurisdiction and want your LLC to do business in Wyoming, you can file an application for a certificate of authority for your foreign LLC and pay the $150 state filing fee. An original certificate of existence or good standing from your LLC's home state must be submitted with the application.

    • You can dissolve your LLC in Wyoming by filing articles of dissolution and paying a $60 filing fee. To dissolve, your LLC must be active and in good standing in Wyoming.

    • Yes. Wyoming is one of the four states allowing the formation of an anonymous LLC. An anonymous helps protect its members' privacy because their names are not disclosed in their articles of organization.

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