2022 Guide to Starting an LLC in Wyoming

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Quick Reference

The Limited Liability Company (LLC) is a popular entity structure for many businesses starting in the state of Wyoming.  The LLC provides personal liability protection and has the potential to save money on taxes. With our guide, you can learn how to form an LLC in Wyoming without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, providing asset protection for the business owners.

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, general partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.

Also see: Guide to starting a business in Wyoming

Forming an LLC can be both affordable and is something most people can do themselves. Entity formation companies like IncFile or IncAuthority help guide you through the process and make sure there are no mistakes.

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

 

Steps to Form a Wyoming LLC

Let’s break down the steps to complete the Wyoming LLC formation process.

Total Time: 10 minutes

Step 1: Choose a Name for the LLC

The first step in forming a Wyoming Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Wyoming. The Wyoming Secretary of State makes it easy to search and verify if your LLC name is available.  Here is more information on how to do a Wyoming LLC name search.
 
In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– Limited Liability Company
– LLC
– L.L.C.
– Limited Company
– LC
– L.C.
– Ltd. Liability Company
– Ltd. Liability Co.
– Limited Liability Co.

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Enter the name along with the designator you would like to use twice to confirm.
If there is an LLC name you want, but you are not ready to register the LLC, the Application for Reservation of Name can be filed with the Secretary of State. The name reservation filing fee is $50 and will hold a name for up to 120 days.

Before settling on a name, you may want to do a domain name search to match your business name and website address.

Step 2: Appoint a Wyoming Registered Agent

Every LLC in Wyoming is required to have a Registered Agent. A Registered agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The basic requirements to be a Registered Agent in Wyoming include:
– The agent must be a Wyoming resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.

Learn more about the requirements for a Registered Agent in Wyoming

Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. Privacy is more important for some entrepreneurs, especially when operating a business from their home or while still employed.  Hiring a company like Northwest Registered Agent to be the Registered Agent will reduce unwanted phone calls and mailings.

Step 3: File the Wyoming Articles of Organization

The paperwork to officially create an LLC in Wyoming is called the Articles of Organization. To submit the paperwork, either file online through the Wyoming Secretary of State’s website. If you prefer to fill out and mail the application, download the Wyoming LLC Articles of Organization Form.

When filling out the Articles of Organization, a few sections and terms can be confusing. Let’s go over a few of these sections to help get your LLC started right.

Period of Duration – Indicate how long the Limited Liability Company will remain in existence.  Most LLCs will choose a “Perpetual” duration, which means there is no expected end date.  Some businesses (usually investment-related) will have a specific closure date.

Delayed Effective Date – If you want the LLC to start as soon as the Secretary of State files the Articles of Organization, enter nothing.  If you want the LLC to start later, enter a date less than 90 days in the future.  The main reason for delaying the LLC start date is when the filing is made close to the end of a calendar year, and the business isn’t going to have any activity until the start of the year.  You can eliminate the need to file a partial-year business tax return by delaying the start date until the following year.

Principal Address – In this section, enter the street address, city, state, and zip code of the initial principal office.  The principal office address can be the LLC’s physical address, or the address where the business records are stored.  You may not use a PO Box for the designated office.

Mailing Address – Enter the mailing address.  It can be the same as the Principal Address, but if correspondence from the Secretary of State should go to another address, enter that information in the Mailing Address Section.

Organizers – An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney, or accountant, but any of the initial members can be listed as an organizer.

Enter the organizer(s) name and address and click the “Add” button after each organizer.

Additional Articles – This is an optional section and not used by most LLCs.  Here you would include additional rules for the operation of the LLC.

Estimated Cost: 100 USD

Turnaround Time: LLCs formed online are processed immediately, while mailed-in forms can take up to two weeks.

You don't have to form your LLC by yourself or pay an attorney!

Forming an LLC is a little intimidating, especially when it’s your first time. Professional entity formation services help guide you to make sure it’s done right. Check out our reviews of popular LLC formation services to learn more.

You have a Wyoming LLC! Now what??

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare a Wyoming LLC Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.

Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
  • Member’s personal liability protection may be diminished.
  • Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Related: Wyoming operating agreement template

Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.

There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

Related: How to Apply for an EIN

Elect the LLC’s Form of Federal Income Taxation

One of the significant benefits of the Limited Liability Company is the tax flexibility it provides.  When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:

  • Sole proprietorship
  • Partnership
  • C-corporation
  • S-corporation

While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.

Related: How can an LLC be taxed?

By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.

Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.

Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.

In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership is that the profits and losses are passed to the member’s federal income tax returns based on their percentage of ownership.  As a result, the owner will pay self-employment taxes on all business profits.  As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes.  Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.

Before electing how your LLC will be taxed, consider talking with an accountant to assess which one will be best for you. Some tax elections, such as the C corporation, may be detrimental for some people due to double taxation.

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Occasionally, the bank will request a Wyoming Certificate of Good Standing to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC

Apply for Business Licenses and Permits

After registering the LLC, there will likely be various business licenses and permits needed before starting the business. Some common registrations include:

  • Business License – There is no state business license, however some cities require businesses to obtain licensing.
  • Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
  • Business Tax Number – In order to sell products and certain services, sales tax registration with the Wyoming Department of Revenue will be necessary.

Related: What Business Licenses are Needed in Wyoming?

Get Business Insurance

Even with the liability protection of the LLC, business insurance is important to protect the business. The most common types of insurance include:

  • General Liability Insurance – covers damages owed and medical expenses for accidents that happen at your place of business.
  • Business Property Insurance – replaces damaged, stolen, or lost business property. This includes your physical business location, equipment, supplies, and anything else you used to run your business.
  • Business Vehicle Insurance – covers company vehicles and may also include coverage for personal vehicles used for business-related activities. Many personal policies won’t cover your vehicle if there is an accident while being used for business purposes.
  • Workers Compensation Insurance – mandatory in most states if you have employees, this insurance covers medical expenses that occur because of an accident or injury that happens to one of your employees while they’re at work.

Related: Types of Insurance Your Business May Need

File the Annual Report & License Tax

All LLCs are required to file an annual report with the Wyoming Secretary of State. ​The Annual Report is filed on the first day of the month in which the LLC was formed. For example, if the LLC was formed on November 15th, 2021, you will file your Annual Report each year by November 1st.

LLC’s that have over $250,000 in assets in the state will be charged an Annual License Tax, which is calculated by multiplying the total value of assets by $.0002.

Related: How to File a Wyoming LLC Annual Report

Common Questions To Starting An LLC In Wyoming

How much does it cost to start an LLC in Wyoming?

The state filing fee to start an LLC in Wyoming is $100.

Is there a yearly fee for an LLC in Wyoming?

Each year, an annual report and annual fee ($50 minimum) must be submitted to the Wyoming Secretary of State.

How long does it take to start an LLC in Wyoming?

LLCs formed online are processed immediately, while mailed-in forms can take up to two weeks.

Do I have to pay to hire a registered agent?

No. Anyone can act as a registered agent, provided they are at least 18 years old, reside in the state, and are generally available to receive documents during normal business hours.

If I have an LLC, is a business license required?

It’s sometimes thought that the LLC and business license are the same, but they aren’t. An LLC is referred to as the business entity, which is how the business is organized to conduct business. A business license is approval from a government entity to legally operate.

What is a Foreign Limited Liability Company?

A foreign LLC refers to an LLC that is physically operating in states outside of the state where it was formed. Physically operating means having a presence, such as having an office or employee in the state. The LLC will need to register as a foreign LLC in each state that the LLC plans to operate.

Learn more about the foreign LLC.

What is a Professional Limited Liability Company?

Businesses that require occupational licensing in Wyoming, such as accountants, architects, veterinarians, etc., will want to file for a Professional Limited Liability Company (PLLC) instead of an LLC. Filing for a PLLC is very similar to that of the LLC.

Learn more about a professional LLC.

Is an LLC the same as a corporation?

The LLC is one of four main types of business entities. You can learn more about each here:
What is a sole proprietorship?
What is a general partnership?
How to form a Wyoming corporation

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