Wyoming LLC Formation – Basics & Helpful Information
How to Start a Wyoming LLC
This article is meant to be a general overview of the Wyoming LLC formation process; including information about how to start a Wyoming LLC and other basic issues related to Wyoming LLCs.
Wyoming LLC Filing Fees
To start a Wyoming LLC, you must file Articles of Organization with the Wyoming Secretary of State. The filing fee charged by the WY SOS to file the LLC’s Articles of Organization is $100.
Wyoming LLC Filing Time
The typical filing time for a Wyoming Articles of Organization is 3-5 business days following the date they receive the Articles. The Wyoming SOS does not allow expedited filings and the turn around time depends on how many filings the WY SOS is processing at any given time. You can determine the current the current processing times by visiting: wyobiz.wy.gov.
Wyoming LLC Annual Compliance
Annual reports are due every year on the first day of the anniversary month of formation. Wyoming also has an Annual Report License tax that equals the greater of $50 or two-tenths of one mill on the dollar ($.0002) whichever is greater based on the company’s assets located and employed in the state of Wyoming. In other words, if you have $250,000 worth of assets in Wyoming you will owe an Annual Report License tax equal to $50 ($250,000 x .0002). If you have less than $250,000 of Wyoming assets your Annual Report License tax will equal the $50 minimum. If the Wyoming Annual Report License tax is not paid within 60 days of the due date the LLC will be subject to dissolution.Learn more about Wyoming Annual Reports →
Form an LLC in Wyoming
You can use this checklist to help guide you through the process of forming a Wyoming LLC:
One of the first things a business owner does is select a name. If you are going to create an LLC in Wyoming, you will need to make sure the name is available. We recommend a free search via the Wyoming SOS first. This search will only determine the existence of other Wyoming business entities or foreign business entities that have filed as foreign business entities in the state of Wyoming.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Wyoming SOS will not check other state’s databases or the federal trademark database). You can purchase comprehensive name availability search to get a professional determination if the desired name is available.
The Wyoming LLC name must include the words “Limited Liability Company,” or its abbreviations “LLC,” “L.L.C.,” “Limited Company,” “LC,” “L.C.,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or “Limited Liability Co.”
If you are going to be doing business under a name that is not the same as the LLC’s name, you will need to file an Application for Registration of Trade Name with the Wyoming Secretary of State. The trade name must be in use prior to registration. The filing fee for the Application for Registration of Trade Name is $100.
Wyoming Articles of Organization
The Articles of Organization is what actually creates an LLC in Wyoming. As such, Articles of Organization will need to be prepared and filed with the Wyoming Secretary of State (SOS) along with the Consent to Appointment signed by the Registered Agent. The Wyoming SOS has a form Articles of Organization you can use if you want to form an LLC in Wyoming yourself (you can also file the Articles of Organization Online). The filing fee is due at the time you file the Articles of Organization with the Wyoming SOS.
The Wyoming Articles of Organization must include (at a minimum):
- Name of LLC
- Whether the LLC elects to be a “close LLC”
- Name & address of Registered Agent
- Mailing Address of the LLC
- Principal Office Address of the LLC
- Name, phone number, and signature of organizer
- Signature Date
- E-mail Address for receipt of annual reminders
Please note: A separate document titled Consent to Appointment by Registered Agent is to be filed simultaneously with the Articles of Organization.
Wyoming Registered Agent Info
The registered agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming. The registered agent must have a physical address in Wyoming. If the registered office includes a suite number, it must be included in the registered office address. A Drop Box is not acceptable. A PO Box is acceptable if listed in addition to a physical address.What is a Registered Agent? →
Every entity shall provide to its registered agent, or to the secretary of state as provided in W.S. 17-28-107(b), and keep current the name, business address and business telephone number of a natural person who is an officer, director, employee or designated agent of the entity who is authorized to receive communications from the registered agent and is deemed the designated communications contact for the entity.
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
After you form an LLC in Wyoming, you can get an EIN (don’t make the mistake of getting the EIN before the SOS confirms the LLC filing.
There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
After you create your new LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business. There are numerous potential permits and licenses your business could require.Learn more about Wyoming Business Licenses and Permits →