Form a Wyoming LLC
Forming a Wyoming (WY) Limited Liability Company (LLC) is simply with the Wyoming LLC formation experts at LawInc. We keep things simple and allow you to easily form your Wyoming Limited Liability Company online or over the phone (800-989-5294).
Wyoming LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the Wyoming Secretary of State. As soon as your Wyoming LLC is formed, we forward you your final paperwork.
A Wyoming LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of a Wyoming LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.
Let LawInc walk you through the Wyoming Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.
Wyoming LLC Name
The first step in forming a Wyoming Limited Liability Company (LLC) is selecting the business name. Wyoming LLC names:
- Must contain the words must contain the words “limited liability company” or its abbreviations “LLC” or “L.L.C.”, “limited company”, or its abbreviations “LC” or “L.C.”, “Ltd. Liability Company”, “Ltd. Liability Co.” or “Limited Liability Co.”
- Must not contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization; it may not be the same as, or deceptively similar to, the name of a limited liability company or corporation existing under the laws of this state or a foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided under the laws of Wyoming.
- Must not contain a word or phrase implying that it is organized under the Wyoming Business Corporation Act, Wyoming Statutory Close Corporation Supplement, or Wyoming Nonprofit Corporation Act.
An available Wyoming LLC name may be reserved for 120 days.
LawInc.com permits you to choose up to three names and will conduct a name search for your Wyoming LLC, prior to filing.
Wyoming LLC Formation
Wyoming LLC Filing Procedure: When forming a Wyoming LLC, the Wyoming Articles of Organization must be filed with the Wyoming Secretary of State. The Wyoming Articles of Organization must state:
- The Wyoming LLC name.
- Name and address of each Wyoming LLC organizer.
- Street address of Wyoming registered agent.
- Street address of principle place of business.
Wyoming LLC Organizers: An Wyoming limited liability company can be formed by one (1) or more organizers.
Wyoming LLC Members: Wyoming LLCs require 1 or more members. There is no residence or age requirement. Wyoming LLC members are not required to be listed in the Articles of Organization.
Wyoming LLC Duration: A period of duration must be set forth in Articles of Organization. If no period is set forth, the duration will be 30 years.
Wyoming LLC Purpose: Limited liability companies may be organized under the laws of Wyoming for any lawful purpose, except for the purpose of banking or insurance.
Wyoming Registered Agent: An Wyoming LLC must maintain a registered agent and office to receive service of process in Wyoming. The Wyoming registered agent should be available, at an Wyoming physical address, during normal business hours to accept important legal and tax documents on behalf of the Wyoming LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Wyoming or (2) an individual resident of the state. A Wyoming LLC may not act as its own agent.
Wyoming LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Wyoming LLC operating agreement should reference how the Wyoming LLC is managed, allocation of profits and losses and member capital contributions. The Wyoming LLC operating agreement does not need to be filed.
Wyoming LLC Post-Filing Requirements
Wyoming LLC Annual Report: Wyoming LLCs are required to file an annual reports which are due on the first day of the anniversary month of the Wyoming LLC formation. To file online, visit: https://wyobiz.wy.gov/Business/AnnualReport.aspx. The annual fee is the greater of $50 or .02 percent of the Wyoming LLCâ€™s capital, property and assets reported, whichever is greater. The fee, however, only applies to capital property and assets within the State of Wyoming and not on LLC assets outside of the State of Wyoming.
Wyoming LLC Taxes
Wyoming State Franchise Tax: Wyoming has no annual franchise taxes.
Wyoming State Income Tax: Wyoming has no annual income tax. Wyoming has no individual income taxes, joining six other states with the same policy (Alaska, Florida, Nevada, South Dakota, Texas, and Washington. Two others, New Hampshire and Tennessee, tax only dividend and interest income).
Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:
- Sole proprietorship
- Partnership, or
Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Wyoming LLC net income must be paid just as you would with any self-employment business.
Most Wyoming multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Wyoming LLC profits are reported and allocated to each of the owners according to the Wyoming LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Wyoming LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.
If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Wyoming LLC has more than one owner or any employees.
Wyoming LLC Dissolution/Cancellation
Wyoming LLC Dissolution/Cancellation: In order to dissolve or cancel a Wyoming LLC, the members or managers must file Articles of Dissolution with the Wyoming Secretary of State.
Acts Triggering Wyoming LLC Dissolution: A Wyoming LLC can be dissolved upon the happening of one of the following:
- At a time specified in the Articles of Organization or operating agreement;
- Upon occurrence of events specified in the Articles of Organization or operating agreement;
- Consent by the specific number or percentage of members indicated in the operating agreement;
- At any time there are no members; or
- Judicial decree to dissolve by a Court.