How to File an LLC in Wyoming

Starting your own small business is exciting—the freedom to direct your financial future appeals to many entrepreneurs. Launch your LLC in Wyoming, and you can enjoy various benefits.

Often ranked as one of the nation’s most tax-favorable, the Cowboy State has no income taxes. When you open a business in Wyoming, it’s easier to protect your privacy than in some states, and there are fewer formalities. You also benefit from limited liability and asset protection.

Of course, starting your own business takes following a few critical steps. The first is choosing the type of business. 

Key Takeaways:

• Wyoming is considered one of the nation’s most tax favorable states.

• An LLC in Wyoming offers flexibility and protection of personal assets with minimal red tape.

• To form a Wyoming LLC, choose a company name, fill out and file your Articles of Organization, hire a registered agent, create an LLC Operating Agreement, and apply for an EIN from the IRS.

What Is an LLC Formation?

An LLC formation refers to a limited liability company. This popular business entity provides several perks to entrepreneurs. These benefits include minimal state fees required for formation and a much less complicated business structure than other company types like a C corp and an S corp.

LLCs give the business owner a happy medium between the ease of a sole proprietorship and the asset protection of a partnership or corporation. These business structures feature limited liability protection. If your company experiences a lawsuit, you have personal liability protection. This means your personal assets are safeguarded and can’t be tapped into to pay company debts.

An LLC also offers tax savings in the form of pass-through taxation. For tax purposes, profits and losses pass through to your personal income taxes, which are paid less than more costly corporate tax rates.

Limited liability companies also provide the choice of flexible ownership. For instance, you can run your business as a sole owner, have partners who help you run the company, or appoint a third party to operate your business for you.

The filing fee required for most for-profit Wyoming business entities, including LLCs, is $100. To remain in good standing with the Wyoming Secretary of State, you must pay an Annual Report License Tax and file accompanying forms. The report and annual filing fee are due during the anniversary month of your business formation.

According to the Wyoming Secretary of State[1], the license tax annual filing fee is $60 or two-tenths of one million on the dollar based on company assets located and employed in the state, whichever is greater.

Step-By-Step Guide to Starting Your Wyoming LLC

The process of filing for an LLC can be daunting. To help, we’ve created this step-by-step guide covering the details. The following information is designed to make forming your LLC easy. You’ll learn business filing fee requirements, company naming rules, and how you must have a registered agent, Employer Identification Number, and Articles of Organization.

Step 1: Choose a Business Name for Your LLC

Your first task is choosing a business name. If you already have a name, it’s time to make it official. Start by ensuring that no one else is using the name in Wyoming. Then register the name and obtain a URL, if available.

Before registering your LLC name, ensure that it meets the following Wyoming Secretary of State requirements for a business name:

• The name must refer only to the company’s intended purpose as outlined in your Articles of Organization. The name cannot contain language that states or implies that your business is organized for purposes other than what you have stated.

• The business name must be unique and not in use by another company in the state. It must also be distinguishable from other businesses.

• You may include the DBA of another business, providing you have merged with that business, your company has been formed by reorganization of the other corporation, or you have acquired the name and assets of the business.[2]

• The use of certain words requires additional review by the Secretary of State. This includes education terms like academy and college and financial terms like bank.

Once you’ve determined your business name, you must complete a name search to ensure your chosen name is available in Wyoming. To conduct the name search, visit the Wyoming Secretary of State[3]. Search for singular and plural versions of your intended name. It is available for use if your desired name appears inactive and archived.[4]

Having a web presence is vital to the success of today’s companies. Therefore, it’s advised that you obtain the URL for your chosen business name. Securing a URL with your business name usually costs a nominal fee.

Now it’s time to register your business (see step 2). If you’re not ready to file, protect your company name by reserving it and paying $60. File the Limited Liability Application for Reservation of Name[5] on the Secretary of State website. You can reserve an LLC name for up to 120 days. (If you’re ready to file your Articles of Organization, a name reservation isn’t required.)

The last step to securing your company’s future is trademarking your LLC trade name with the USPTO[6]. Trademarks provide legal protection for your business and brand name throughout the country. To protect your trade name in Wyoming, fill out an Application for Registration of Trademark or Service Mark. The filing fee is $100, and processing takes up to 10 days.[7]

Step 2: Fill Out Wyoming Articles of Organization

When ready to file your LLC in Wyoming, complete the Articles of Organization on the Secretary of State website[8]. Once submitted, they will process your request in about 15 business days. When approved, your LLC becomes official and a matter of public record. At the time of filing, you must also pay $100.

Wyoming requires the following details when you file your Articles of Organization:

• Name of your LLC

• Mailing address and physical address

• Contact person name, address, phone number, and email

• Name, address, and signature of your registered agent (see next section for more details)

If you require a Certificate of Good Standing for your business, once your Wyoming Articles of Organization are approved, you can get one online free of charge at https://wyobiz.wyo.gov/Business/ViewCertificate.aspx.[9]

If your company sells products or other types of tangible property, you must apply for a Wyoming Sales and Use Tax License with the Wyoming Department of Revenue. This license will authorize you to collect sales tax from customers and send it to the state. There is a $60 fee for the license.

Step 3: Hire a Wyoming Registered Agent

To operate a legal business in the state, you must have a Wyoming registered agent and provide the agent’s address when you file for your LLC. Such an individual or company is authorized to receive all-important tax and legal documents for your business by mail and in person.

According to Wyoming law, the registered agent can be an individual Wyoming resident or a domestic or foreign business entity authorized to conduct business in the state. The registered agent must have consented to the appointment, have a physical address in Wyoming, and be available from 9 am to 5 pm during regular business hours.

While you can appoint yourself as your own registered agent to avoid paying for a registered agent service, we don’t recommend doing so. Here are several reasons why it’s a good idea to hire a registered agent service:

• Your registered agent address must be a matter of public record. That means that your office address will be accessible to anyone. If you work from home, you probably don’t want the public to know your location, as your privacy will be significantly compromised. Publicizing your address can also lead to unwanted solicitation or embarrassing circumstances, such as neighbors seeing you receive a service of process.

• Your registered agent must be on-hand to receive correspondence during regular business hours from 9 am to 5 pm. That means if you serve as your own registered agent, you will not be able to leave the premises. Staying on-site is often not feasible for many small business owners.

• Businesses receive a great deal of mail. The process of sorting through the mail, processing it, and responding can be overwhelming and time-consuming. Critical mail may also get overlooked, leading to tax or legal troubles. A registered agent will sort through the mail and determine what information requires attention, promptly forwarding essential items to you.

• If you plan to expand your business to other states, you must have a physical address in each state. This is often not a viable option for small companies. Most registered agent services have locations in multiple states. Such companies will have a physical mailing address in each state where your LLC operates, keeping you compliant.

We offer a proven registered agent service in all 50 states. Our service lets you rest your mind, knowing that your personal information is protected and that your official correspondence will be quickly and properly processed and forwarded to you. Our registered agent service starts at $149/quarterly.

Step 4: Create an LLC Operating Agreement

An LLC Operating Agreement is a legally binding agreement you construct to guide all company members. This document covers essential information such as how your business entity will handle voting, allocating profits and losses, transferring membership interests, and dissolution, if necessary.

Unlike some states, Wyoming doesn’t require that LLC owners create an operating agreement, but having a written operating agreement is highly advised for all business owners. Such a document ensures that everyone involved in the company remains on the same page regarding company operations. Additionally, an operating agreement can override Wyoming default laws which will come into play should there be no operating agreement.

An operating agreement also helps avoid any miscommunication or conflicts that could arise. This is especially important for multi-member LLC companies. Covering operations is equally helpful for a single-member LLC and sole proprietorship.

Operating agreements should contain, at the minimum, the following details:

• State of formation and business address

• Contents of Articles of Organization

• Purpose and description of the business

• Ownership data, such as single-member or multiple-member, including ownership percentages.

• Company management structure (i.e., manager-managed or member-managed)

• Voting rules regarding operation decisions (majority, unanimous, etc.)

• Process for admitting and releasing members and transferring interests

• Intellectual property ownership details

• Company dissolution process

• Division of profit, loss, and equity

• Liability and indemnity clauses

• Any business restrictions

Step 5: File for an Employer Identification Number and Business Licenses

You also need an Employer Identification Number (EIN) for your Wyoming business. Your EIN is akin to a social security number for your company and is often called a Federal Tax ID number. This nine-digit number is assigned to your LLC by the Internal Revenue Service (IRS.) The EIN allows the IRS to track your business for tax purposes, including federal income taxes.

You must have an EIN to hire employees and pay employment taxes and income tax at the federal and state levels. This includes Wyoming LLC tax, license tax, and sales tax. 

If you are operating as a single-member LLC (sole proprietor), you don’t technically require an EIN and can use your SSN when doing business and filing tax returns. However, applying for an EIN is still possible as a sole proprietor and is advisable.

You will also require an EIN to open a business bank account and apply for business licenses. A business bank account is vital to separate your personal and business expenses and income.

Applying for an EIN is easy and free. Apply online[10] at the IRS website. You can also apply by mail or fax using Form SS-4.[11] Upon completing your application online, the IRS will validate your request and immediately assign your EIN.

Let Us Handle Your LLC Paperwork

As you can see, registering your Wyoming LLC requires several steps and much paperwork. Even with online filing, it’s easy for an entrepreneur to become overwhelmed and lose track of certain aspects of LLC formation. If you’re like most small business owners, you would prefer focusing on your business operations rather than filling out paperwork.

At Swyft Filings, our specialty focuses on your filing, saving you time to do what you do best—run your business. With our LLC formation service, our team of professional business formation specialists ensures that your filing runs smoothly and tasks get completed on time. We set your mind at rest by quickly completing your filing and avoiding costly errors as we do so.

We’re available to help you every step of the way. Register your Wyoming LLC in just a few minutes today!

FAQs:

How much does it cost to set up an LLC in Wyoming?

It costs $100 to set up an LLC in Wyoming. The fee is paid to the Wyoming Secretary of State when you file the Articles of Organization.

How is an LLC taxed in Wyoming?

Because an LLC is considered a disregarded entity, you aren’t required to pay corporate tax in Wyoming. Instead, the profits and losses from your business pass through to your personal income taxes. There is no income tax in Wyoming.

You are, however, responsible for paying an Annual Report License tax of $60 or two-tenths of one million on the dollar ($.0002), whichever is greater. This is based on the company’s assets located and employed in Wyoming. The report and tax are due yearly during your company’s anniversary month.

You are also responsible for paying Wyoming Sales and Use Tax if you sell products and tangible services. The state’s sales tax rate is 4%, with a max local tax rate of 2%. 

What are the benefits of a Wyoming LLC?

You’ll discover many benefits to opening an LLC in Wyoming. These include:

• Personal liability protection: in the event of a lawsuit against your business, your personal assets are protected.

• Pass-through taxation: an LLC is considered a disregarded entity, so you don’t need to pay corporate tax on your income. Additionally, Wyoming doesn’t have individual income tax, which saves you even more money.

• Low filing fees: it only costs $100 to file for LLC formation in Wyoming.

• Low annual fee: You need only pay $60 annually during your anniversary month for your business to remain in good standing.

• Privacy is paramount: owners and managers are not listed on your company’s Articles of Organization, which safeguards privacy.

• Wyoming has a low cost of living and doing business.

How do you dissolve an LLC in Wyoming?

While dissolving your company probably isn’t something you’re thinking of right now, it’s good to understand the procedure should you need to close your doors. You also want to outline the process in your LLC Operating Agreement.

Dissolving an LLC in Wyoming is a formal process that will put an end to your business entity. It is essential to formally dissolve your LLC with the Wyoming Secretary of State so that no additional fees are incurred.

First, ensure your business is active and in good standing with the Secretary of State. If you are delinquent on filing or paying fees or taxes, you must get caught up before officially closing your business. To cease operation, fill out the Limited Liability Company Articles of Dissolution form here[12] and pay the Wyoming Secretary of State $60 by check or money order.

Bibliography:

1. Wyoming Secretary of State. “Business Division Filing Fee Schedule.” Accessed April 10, 2023.

2. Wyoming Secretary of State. “Chapter 16 – Wyoming Business Corporation Act.” Accessed April 10, 2023.

3. Wyoming Secretary of State. “Business Center – Search.” Accessed April 10, 2023.

4. Wyoming Secretary of State. “Searching Business Entity Names Helpful Search Tips.” Accessed April 10, 2023.

5. Wyoming Secretary of State. “Limited Liability Company Application for Reservation of Name.” Accessed April 10, 2023.

6. USPTO. “Trademark Basics.” Accessed April 10, 2023.

7. Wyoming Secretary of State. Application for Registration of Trademark or Service Mark.” Accessed April 10, 2023.

8. Wyoming Secretary of State. “Limited Liability Company Articles of Organization.” Accessed April 11, 2023.

9. Wyoming Secretary of State. “Certificates of Good Standing.” Accessed April 11, 2023.

10. IRS. “Apply for an Employer Identification Number (EIN) Online.” Accessed April 11, 2023.

11. IRS. “Application for Employer Identification Number (SS-4).” Accessed April 11, 2023.

12. Wyoming Secretary of State. “Limited Liability Company Articles of Dissolution.” Accessed April 11, 2023.