Wyoming company formation laws: How to set up an LLC

Due to its favorable business climate and progressive company formation laws, Wyoming has emerged as a thriving hub for entrepreneurs and small businesses. Understanding the state's specific regulations and requirements is crucial if you're considering starting a company in Wyoming. This article is your comprehensive guide to navigating Wyoming's company formation laws, offering valuable insights and practical advice to help you set the stage for business success.

Wyoming Limited Liability Company Act

The Wyoming Limited Liability Company Act is the primary legislation that controls how limited liability businesses are formed and run in Wyoming. Let us learn more about them one by one.

Wyoming's Business Entity Types:

Explore Wyoming's various business entity types, such as Limited Liability Companies (LLCs), Corporations, and Partnerships. Understand the advantages and limitations of each entity type and choose the one that best aligns with your business goals and structure.

Articles of Organization or Incorporation:

As a business owner, learn about filing Articles of Organization for an LLC or Articles of Incorporation for a Corporation. Understand the information required, such as the company name, business address, registered agent, members or shareholders, and the purpose of the business.

Registered Agent Requirements:

Discover the importance of having a registered agent in Wyoming and their role in your company's legal and administrative affairs. Ensure compliance with the requirement for a registered agent who maintains a physical address within the state.

Operating Agreements and Bylaws:

Understand the significance of an LLC operating agreement and bylaws for Corporations. These documents outline the internal workings of your company, including ownership structure, corporate income tax, management, decision-making processes, and other essential provisions.

Even though an operating agreement is widely regarded as the best way to organize your company's internal activities, Wyoming doesn't require LLC owners and members to create one. You are not required to mail the LLC operating agreement to the Secretary of State's office because there is no formal requirement for Wyoming LLC operating agreements. Since the operating agreement is primarily an "internal document," only one copy must be kept alongside your company's records.

The owners of the LLC (referred to as "members") and the proportion of the company they hold are to be specified in the operating agreement. The contract also specifies how the business is run, how members split earnings and losses, and how taxes are paid.

Your Wyoming LLC company could occasionally need more intricate ownership or management agreements tailored to your sector. When establishing your operating agreement, it is vital to seek legal advice if this is the situation or if your company has several members or investors. Family-owned and single-member LLCs shouldn't encounter any difficulties.

Wyoming does not need you to file your operating agreement with the state. However, specific organizations might demand a copy of the agreement for other reasons. These consist of:

• Lenders
• Title corporations for real estate
• Tax or accounting experts
• Lawyers Partners
• Potential backers

A copy of your operating agreement would likely need to be included in your court paperwork if you ever get sued and end up in court. By doing this, you can assist the court in figuring out how your LLC is organized.

Tax Obligations and Reporting:

Familiarize yourself with Wyoming's tax obligations for businesses, including sales tax, income tax, and employment taxes. Ensure timely compliance with tax reporting requirements to avoid penalties or legal complications.

An Employer Identification Number:

After starting an LLC in Wyoming, if the company has more than one member or employee, it must get an "EIN" from the IRS. This number is needed to file taxes and do important things like open a business bank account, ask for a line of credit for the LLC, or do business with vendors.

Insider info: If your Wyoming LLC has only one member and no workers, you don't need an EIN. But if you don't have one, you'll have to use your Social Security number on applications and with vendors, which puts your name at risk of being stolen. Getting an EIN is easy, doesn't cost anything, and can help protect your personal information.

Annual Report Filings:

Stay informed about the annual reporting obligations for maintaining your company's good standing in Wyoming. Learn about the filing deadlines, fees, and the required information to be included in the annual report.

Personal Asset Protection:

Explore Wyoming's strong asset protection laws, which provide significant safeguards for business owners. Understand how forming a business entity in Wyoming can help separate personal and business liabilities, protecting your personal assets from potential lawsuits or business debts.

Professional Assistance and Resources:

Consider seeking professional guidance from attorneys, accountants, or business consultants well-versed in Wyoming's company formation laws. Utilize resources from the Wyoming Secretary of State's Office and other reputable sources to ensure accurate and up-to-date information.

Business Name:

Every LLC in Wyoming created in accordance with the provisions of this act shall have the words "limited liability company," or its abbreviations "Wyoming LLC" or "LLC," "limited company," or its abbreviations "LC" or "LC," "Ltd. liability company," "Ltd. liability co," or "limited liability co." The limited liability company name may not:

Contain a phrase or word that suggests or indicates that it is set up to pursue an objective other than one or more of the goals listed in its articles of formation;

Be identical to or confusingly similar to any trademark or service mark of other business entities registered in this state and must be recognizable from other business names on the secretary of state's records.

Both the registered agent and registered office.

Each limited liability firm in this state must have and keep up.

A registered office as described in WS 17-28-101; the organization's articles of incorporation must state:

The articles of organization must have a written consent to appointment signed by the Wyoming registered agent, and the limited liability company's name must comply with WS 17-29-108. The street address of the limited liability company's initial registered office and the name of its registered agent at that office.

Company Executives:

After a limited liability company is formed with only one member, that person and the firm's organizer decide who will be a member. The organizer and that person don't always have to be distinct people.

When a limited liability corporation is formed, any further members are admitted based on their mutual agreement. The organizer, who may or may not be one of the persons, acts on behalf of the persons in forming the company.

Events that lead to dissolution include dissolution and winding up.

A limited liability company must wind up its operations and be dissolved if any of the following occur:

An occurrence or set of circumstances that, according to the operational agreement or articles of incorporation, results in dissolution.

Business Restoration:

Any franchises, rights, or privileges received under the laws of a limited liability company shall be forfeited if the registered agent for such a limited liability company has filed their resignation with the Wyoming secretary of state and the limited liability company has not replaced the registered agent and registered office. The forfeiture shall take effect as follows. A notice of its failure to abide by the aforementioned provisions must be sent by certified mail from the secretary of state. The limited liability company shall be regarded inactive and to have forfeited its articles of organization received under the state laws if compliance is not completed within sixty (60) days of the issuance of notification.

With the caveat that any defunct limited liability company may be revived and reinstated at any time within two years of the forfeiture of its articles of organization or certificate of authority, in the manner herein provided, by filing the required statement under this act and paying a reinstatement fee set by the secretary of state by rule, along with a fine of $250. No more than the price of performing the reinstatement service may be charged as the reinstatement fee. Throughout the two-year term of reinstatement required by this section, the limited liability company must continue using its registered name.

Can I open a Wyoming LLC if I live in a different state?

Even if you don't live in Wyoming, you can start a Wyoming LLC. To start a business, you don't have to live in the state or the United States. Most LLCs are started by people who don't live in the country. A non-resident of Wyoming can form an LLC in the same way as a person.

What to do before you form a Wyoming LLC

Before you file your paperwork, you should take care of a few things to make sure your LLC in Wyoming creation goes well. Here are a few steps you can take to set up limited liability companies in Wyoming.

Look into and reserve the name of your Wyoming LLCs

Before you try to file LLC papers, you should make sure that the name you want for your LLC in Wyoming is available. If you don't, you might waste your time and money. You can use the Secretary of State's search engine for companies and business entities to make sure.

For LLC creation, you don't need to have a name. But if you're not ready to register your LLC right away, you can save the name you want for 120 days to make sure it's still available when you are. Send in a reservation application and the $60 filing fee.

Get Help from a Wyoming Registered Agent Service

In Wyoming, the law says that your LLC needs a registered person. The lawyer is in charge of getting lawsuits and other legal papers for your business. You can be your own agent if you need to. You can also give the job to a worker or a member of the Wyoming LLC. Just make sure that you or they live in Wyoming, are at least 18 years old, and have an address there. You can't use a PO box instead of a physical street address.

If you don't have one, you can hire a company or a person to be your listed agent. The normal cost is between $100 and $150 per year, but the cost can be as high as $300. In the end, service quality will vary, so do your study to find the best agent for your Wyoming LLC.

Complete Wyoming LLC paperwork

Make sure to do everything the right way when you turn in your Articles of Organization. For example, know that your company's name must include the words "limited liability company" or an acceptable abbreviation like "LLC" or "LLC." Also, you must include both a real address and the email address of your business.

You can file papers online, and you can pay the $100 filing fee with a Visa or Mastercard. If you send papers by mail, your check or money order should be made out to "Wyoming Secretary of State."

By getting a Certificate of Authority, businesses from other states can sign up to do business in Wyoming. The form must be accompanied by a certificate of good standing and existence, which must be dated at least 60 days before LLC papers are filed. The fee for those from out of state is $150.

The registration process can take up to 15 days for paper files, and you can't get faster service. If you filed online, your business is up and running as soon as you're done.

Is there any specific rule for Wyoming LLC?

Yes, Wyoming LLCs must give the Secretary of State a yearly report on the first day of the LLC's anniversary month. The annual report has a license tax of $60 or two-tenths of one mill on each dollar of the company's assets in Wyoming, whichever is higher. One mill is one-thousandth of a dollar for every dollar that a property is worth. If the report isn't turned in and the annual report license tax isn't paid within 60 days, the LLC could lose its status and be dissolved for good. The same thing could happen if a yearly report hasn't been turned in for two years.