How to Form an LLC in Wyoming

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: June 16, 2019 References

Wyoming passed the first version of the statutes allowing for the formation of Limited Liability Companies (LLC) in 1977. Recent changes in the laws have strengthened the protection for LLCs and made it an even more attractive and smart option for establishing your business. By doing your homework and organizing your information before you file, you can establish an LLC in Wyoming without an attorney.

Part 1

Part 1 of 3:

Laying the Groundwork for Your LLC

1
Decide on a name for your Limited Liability Company. Your business name is your brand. You want something distinctive, easy to remember, and gives potential customers a sense of your products and services. Also, legally, you have to have a business name that is sufficiently distinctive from others in order to register your LLC with the state.
- Perform an online search with your proposed name and "Wyoming." This will show you the other businesses with the same or similar names across the state, including the unregistered ones. With this information, you can tweak and adjust your proposed name into something fresh and distinctive. If there are already 11 "Grandma's Cupcakes," not only will your name likely be rejected by the state, but also, why would you want to be one of a dozen instead of being unique?
- Enter your proposed name in the state's business entity search engine and see if another registered business has claimed the name. Do several searches with your keywords (such as "cupcakes") to see the names of your competition. This will help you further refine the name of your new business.^{[1]
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- In Wyoming, your business name must include one of the following: Limited Liability Company, LLC, L.L.C., Limited Company, LC, L.C., Ltd. Liability Company, Ltd. Liability Co., or Limited Liability Co. No one form is preferred over the other. Use the designation that works best with your company name, logo, and overall brand.^{[2]
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The Wyoming Secretary of State requests an email address for your business. This email address will be used for official correspondence including sending your certificates of registration and annual reminders of annual reports. Create an email address for your business that is separate from yours and the general business of your company. By having an email address reserved for your company's legal correspondence, you can be sure you won't have an important announcement from the state get lost in the flow of regular email. If you have your own email server, create something like "legal@myawesomebusiness.com" or use a web-based service like Gmail to create "myawesomebusinesslegal@gmail.com."^{[3]
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3
Select the members. Owners or partners in an LLC are called members. Wyoming does not expressly forbid single-member LLCs, but they are discouraged. Typically, a Wyoming LLC has two or more members. If you want to form a single member LLC, strongly consider talking with a tax professional to see if the benefits of an LLC are worth the extra expense and reporting requirements.
- All members of an LLC must account for the business earning through their tax returns and are responsible for annual reports. Members can also be named as defendants in lawsuits. Do not add someone as a member unless he is willing to comply with the legal and financial responsibilities.
- If all of the members belong to your family, consider forming a Close LLC. A Close LLC is a business entity where all of the members are family, the business is family operated, and the assets, such as property, equipment, farms, rental property, and financial accounts are all in the name of family. Wyoming modified and enhanced the statute covering Close LLCs in 2002. The law now works to conserve family assets in the event of a death or divorce within the members list. Consult a tax professional or business attorney to see if your business qualifies for the added protections of a Close LLC.^{[4]
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4
Name a registered agent for your LLC. Wyoming has strict rules for registered agents. Your agent is the person who will be listed in the public record as the one who is authorized to receive service of process and other legal documents. You can be your own registered agent, however, you must be able to meet the narrow rules of the statute.^{[5]
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- The agent must have a physical address inside the state and must be present at that address during normal business hours. The requirement for a continuous presence means that the business cannot be closed for vacations, illness, or other reasons.
- The registered agent must sign the documents needed to register your LLC with the state.
- Because of the strict requirements, consider using a commercial registered agent in your area. These are companies that will act as your agent, accepting legal process for you, no matter if your business is open or not. The company's address becomes your public legal address and, if you are sued, you won't have to deal with process servers or sheriff deputies showing up at your office or home.
  - The Wyoming Secretary of State maintains a roster of commercial agents that have complied with state law for registration.^{[6]
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    Research source} However, you are responsible for researching and contacting a prospective agent to make sure you feel comfortable working with them.
  - When contacting an agent, verify the physical address, the hours of operation, how they contact you if legal documents are received, if they are insured against errors and omissions, and the cost. This is not an expensive service and should be deductible as a business expense. Expect to pay under $100 per year for the service.
This number, commonly called an EIN, is issued by the Internal Revenue Service and acts as the legal identifier for your LLC. There is no charge to receive an EIN and it doesn't add anything to your reporting requirements. Even if you don't intend to hire employees, your EIN is the number that will appear on your filings and tax refunds. If you ever have to supply tax refunds for loan or grant applications or in court, having an EIN shields your private Social Security number. You can apply for an EIN through the IRS website or by mail.^{[7]
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Part 2

Part 2 of 3:

Creating Your LLC

1
Complete the Articles of Organization. This form is different than any partnership or member agreement you may have. The Articles of Organization is the form used by the Wyoming Secretary of State to apply for registration of your LLC.^{[8]
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- You can fill out the Articles form online and print it or print it out and complete it by hand. If you choose to fill it in, write the information in neat print in dark ink. Illegible applications may be refused and you could lose all or part of your filing fee.
- The Articles of Organization must show the name of the company, the physical address, the mailing address, email address, phone number of a contact person and be signed by the managing member. The contact person can be different than the signatory. At this time, you must also designate a registered agent.
- A critical part of your application is the consent form that must be completed by your registered agent. If you or another member will be acting as registered agent, you must complete this consent. Your signature certifies that you are in compliance with the requirements of a physical address and continuous availability.
- If you are using a commercial agent, contact them about getting the signed consent and follow the company's procedure.
2
File for certification of your LLC. All LLC registration is done by mail. There is no online application form. Your application must include the original signed Articles of Organization, an original signed consent of registered agent, a photocopy of the signed consent of registered agent, and the filing fee (currently $100.)
- Mail the completed application to the Secretary of State at the address listed on the form.
- Typical processing is 3 to 5 business days. Wyoming does not offer in-person or expedited processing service.
- You will receive a confirmation of the receipt of your application by email. The filing date on this confirmation is the effective date of your LLC. Mark this date in your calendar, it affects the filing date of your reports.
3
File the LLC Annual Report. One of the requirements to maintain your LLC registration is to file your annual reports. Your annual report will be due on the first day of the anniversary month of the formation of your LLC. For example, if your filing date is July 22nd, then your first annual report will be due on July 1st of the following year.
- You can file your annual report online or print it out and file it manually.^{[9]
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- The annual report is not to be confused with your income tax reporting requirements. It is a completely separate report filed with the Secretary of State. The fee to file your annual report is the greater of $50 or "two-tenths of one mill on the dollar ($.0002) based on the company's assets located and employed in the state of Wyoming." ^{[10]
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  Research source} There is also an additional $2 to $9 fee to file online. If you have any questions on how to calculate the annual report fee, consult a business attorney or contact the state at (307) 777-7311 or business@wyo.gov.
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Part 3

Part 3 of 3:

Operating Your LLC

If your business sells goods or performs services within the borders of the state of Wyoming, you may be required to collect sales tax and submit it to the state. Consult with a tax professional or Wyoming Department of Revenue for more information.^{[11]
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2
Keep your business information current. If you add or remove members, change any of the contact information, or change the nature of your business, you must file an Amendment to Articles of Organization.^{[12]
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- You can change the physical or mailing address of your LLC with no filing fee by mailing in the change of address form.^{[13]
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- If you change your registered agent, you must submit a "Statement of Change by Business Entity" and a new agent consent form. There is no charge to file this change with the state. This change should be filed as soon as possible, within 5 business days of the change.
A certificate of good standing is an acknowledgement by the state that you are current with the filing, registration, and reporting requirements of the state. This certificate may be required for loan applications, permits, or other programs. It is available online from the Secretary of State.^{[14]
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4
Closing your LLC. If you sell or close your business, you must close out the LLC with the state. Until you formally dissolve the LLC, you are not free of tax filings or annual reports and could incur financial penalties. The Articles of Dissolution is a single page document signed by the member authorized to close the company. You must mail one signed original and one photocopy to the state along with the $50 filing fee.^{[15]
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- You must also contact your registered agent or commercial agent and follow their procedure for closing out your account.
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Wyoming has a very useful business guide titled "The Choice is Yours." This publication discusses the different business entities recognized by the state with definitions and discussions of the pros and cons of each choice.^{[16]
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