Forming a Limited Liability Company (LLC) in Wyoming can be easy if you are familiar with the requirements and the process. Being a member of an LLC also comes with several benefits, including flexible profit sharing and limited personal liability.
But, before you establish your own limited partnership business, you will need to know the relevant laws applicable in your case. Read on to know about the ins and outs of the Wyoming Limited Liability Act.
Wyoming is the first-ever state that allowed the existence and operation of limited liability companies (LLC) in 1977. After this, other states decided to follow suit, especially when the Internal Revenue Service (IRS) granted these LLCs better tax status. As years passed, these LLCs thrived, which is why business owners preferred them over other business entities.
On March 5, 2010, Governor Dave Freudenthal signed and made into a law the 2010 Wyoming Limited Liability Company Act (2010 LLC Act or New Act). This changed the three-decade-old LLC by implementing comprehensive updates.
One of the main accomplishments of the new LLC Act is successfully repealing the old one and replacing it with the Revised Uniform Limited Liability Company Act (Re-ULLCA). Furthermore, despite coming from the same law, the new act features some of these unique provisions, to wit:
If you’re unsure if this is for you, check out Doola's answer as to why you should seriously consider forming an LLC company.
The LLC laws provided the rules governing the running and starting of a Wyoming LLC. And according to the said law, here are the LLC formation requirements.
According to the Wyoming law, an LLC should include 'limited liability company,' 'L.L.C,' or 'LLC' in the company name. Aside from these, you can also use the following: Limited Liability Co., Ltd. Liability Co., Ltd. Liability Company, L.C., or LC.
If you're forming a low-profit SMLLC, its registered name must also show this fact. You can do this by adding the following to its name;
The name of your LLC has to be distinct from other already filed business entities with the Secretary of State. You can check the Wyoming Secretary of State database for the list of available names. By filing the Application for Reservation of Name with the State Secretary, you can reserve a name for 120 days. Note that the filing fee is $50.
In using your business' trade name, you don't need to use the LLC's registered and legal name in your Articles of Incorporation when you do business in the real world. In place of this, you can use your trade name or 'doing business as' (DBA) name, fictitious business name, or assumed name.
Once you've chosen a name for your business, you can file an Application for Registration of Trade Name with Wyoming's Secretary of State. You can do this by mail and by paying $100. To be approved, your business needs to have a physical address within the city. While the said registration is only voluntary, it will do your business good in the sense that it lets others know of your existence.
According to the Wyoming LLC Act, every LLC in Wyoming needs a state service of process agent that will accept its legal papers once individuals and businesses sue the said LLC. The said agent could be a business entity or individual who should also register as such (an agent) with a Wyoming physical address.
As you already know, you need to file your business' Articles of Organization with Wyoming's Secretary of State. The said document has to include the following:
Note that the articles of the organization must be complete, accompanied by a signed written consent to the appointment. This can be filed online or by postal mail.
While an LLC operating agreement is not mandatory, it's highly advisable given that it establishes how the LLC should function. It also outlines the responsibilities and rights of the manager and members, especially when it comes to the management of the LLC. When you create an operating agreement, you don't have to file the same with your Articles of Organization.
There might be additional regulatory and tax requirements that would apply to the LLC. Some of these could be the following:
If you're unsure where to set up your business, check out Doola's discussion on the difference between an LLC in Delaware and Wyoming here.
As mentioned above, your LLC needs to have a registered agent responsible for accepting documents on your behalf should you get sued. This agent could either be an individual or a business entity.
Since these agents will be accepting essential documents, the law requires them to have a registered office located in Wyoming. However, this registered address couldn't be a virtual office or PO box. It shouldn't be a home address either. So, instead of stressing yourself out with these requirements, you can hire a resident agent that already currently has these requirements.
These registered agents work according to W.S 17-16-501, which states that they must be a resident of the state and should also have a registered office address there. Although their job seems simple, these agents could save you and your business.
Aside from receiving these legal documents, their job includes scanning and uploading them into your drive or online account. They will also notify you of the same. You won't miss important deadlines like hearings, court appearances, or annual report submissions through this.
Aside from those already mentioned, these agents must be a bearer of a written appointment form that signifies their representative status. Compliance with all these requirements mean their representation is valid and proper:
“It is crucial that you choose a company name that complies with Wyoming naming requirements and is easily searchable by potential clients when you are creating an LLC in Wyoming.”
Wyoming LLC rules provide guidelines for creating and maintaining an LLC operating agreement. The LLC operating agreement gives LLC members the right to draft rules to run and operate their LLC. The said rules are usually called 'provision' or 'terms.'
They have to note, however, that these operating agreements derived their powers from the state statute. As such, it can't add provisions or terms that run counter to the state statute. It can prescribe the mechanisms and procedures, but it can't give what the source law hasn't provided.
Say, for instance, the state law prohibits LLC members from dissolving an LLC sans the consensus of all members. In that case, the LLC members can't merely override or alter the statute by subsequently making an operating agreement contrary to it. Specifically, they can't make provisos that explicitly or indirectly state that one or a few members can dissolve the LLC without consensus.
The operating agreement is binding to all members. It will also help members navigate peculiar situations relating to the LLC's operation. Should a dispute or lawsuit arise, the courts or the members can go back to the operating agreement and use it as a reference.
If in case, the LLC members couldn't resolve the issues that arise among themselves, the court can refer to the operating agreement to rule on the matter.
If you're unsure how to create an operating agreement, consider adding these standard provisions:
Aside from the standard provisions, here are some less common yet applicable provisions you might also want to include:
This list is not exhaustive as the parties to the LLC could add provisions they deem necessary to run and manage their business smoothly. They could also include provisions on how to transfer assets, asset protection, LLC cancellation, managing the death or absence of a member, and the dissolution and winding up of the LLC.
According to Wyoming Limited Liability Company Act: 17-29-209, an LLC is mandated to submit an annual report to the Wyoming Secretary of State on or before the first day of your LLC's month of organization. An LLC should also submit this yearly.
Specifically, the said LLC annual report must include the following information:
If you still want to explore more about starting an LLC in Wyoming, check out Doola's in-depth discussion of these steps. They have a step-by-step, easy-to-follow guide on forming an LLC in Wyoming so that you won't have a hard time catching up. You can also go through these at your pace and with your future LLC co-members.
And if, after going through the steps, you're ready to start working on your LLC business, get help from the experts at Doola. You can take advantage of their professional services by booking an appointment with them here.
The main benefit of being an LLC in Wyoming is that the state doesn’t impose state income tax on them. Since the liabilities of the members are limited, their assets are protected. These properties won’t be used to repay obligations incurred by the LLC.
You only need to prepare $150 to $152 to form an LLC in Wyoming. You need to pay $50 to reserve an LLC name. Afterwhich, you need to pay $100 for filing your LLC application via mail and $102 via online filing.
To be approved, your business has to be physically located in the city. You also need the physical address of your LLC in the city. PO boxes and residential addresses are not allowed.
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