Step-by-Step Guide to Forming an LLC in Wyoming

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Wyoming LLC Quick Facts

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

Initial LLC State Filing Fee:

 

  • Filing by Mail – $100
  • Online Filing – $102

 

Recurring State Fee: Annual Report – $50 (minimum)

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

  • Filing by Mail – 3-5 business days
  • Filing Online – Instantly

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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.

Related: How Does an LLC Protect You?

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.

Costs to Form a Wyoming LLC

To form a Limited Liability Company in Wyoming, file the Articles of Organization with the Wyoming Secretary of State.  The LLC filing fee is $100.  There is an additional $2 filing fee when filing online.

Approval for the LLC is immediate when filing online or 3-5 business days when filing by mail.

Steps to Form a Wyoming LLC

The steps for filing online or by mail are largely the same.  The screenshots show how to file online.

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?

How to Form an LLC in Wyoming

  • On the next page, find the drop-down menu under “Choose a Business Entity Type” and select Limited Liability Company (Domestic).

WY Limited Liability Company

  • On this page, you will also have to acknowledge that the information entered in the Articles of Organization will become public information.

Step 1: LLC Name

Enter the name you want for the LLC.  The name of the LLC has to differ from other entity names registered with the Wyoming Secretary of State.  You should run a Wyoming LLC names Search with the Secretary of State before going through the filing process to ensure the one you want is available.

The name of the LLC must also include a designator at the end of the business name.  A designator describes what type of business entity it is. Available designators include:

  • 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.

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

Enter the name along with the designator you would like to use twice to confirm.

If there is a name you want, but are not ready to register the LLC, you can file the Application for Reservation of Name. The name reservation will hold a name for up to 120 days, at a cost of $50.

Wyoming LLC Name Registration

There are additional designations available for an LLC to choose from (not common).

Close Limited Liability Company – Often used for estate planning, this type of LLC provides additional restrictions on transfers, membership rights, and dissolution of the LLC.
L3C – A hybrid of a for-profit LLC and non-profit, this type of LLC has a charitable mission and intends to have a low profit.
Series LLC – Most commonly used for real estate investment businesses, the Series LLC provides liability protection across multiple asset groups or businesses, each of which would be protected from liabilities from the other series.
Series and Close – A combination of the Series LLC and Close LLC.

Step 2: Detail

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 being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the year.  By delaying until the following year, they will reduce the number of end-of-year filings.

Wyoming LLC Period of Duration

Step 3: Registered Agent

To have an LLC in Wyoming, a Registered Agent must be identified.  The Registered Agent acts as a central point of contact for service of process to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The Registered Agent can either be a resident of Wyoming or an entity registered with the Secretary (such as a Registered Agent service, attorney, etc.).  If the Wyoming Registered Agent is an entity, use the “Search for a Registered Agent” box.  If it is an individual, use the “Enter Agent Information” box and enter their name, address, phone, and email.  If an individual is selected, be sure to have a signed and dated statement stating their consent of appointment for this entity.

The agent must have a physical street address in the state (PO Boxes are not allowed) and be available during normal business hours.

You are not required to pay for a registered agent. 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. This is more important for some entrepreneurs, especially when doing business from home or are still employed and don’t want their employer to find out.  Hiring a company like Northwest Registered Agent to be the Registered Agent will reduce unwanted phone calls and mailings.

Wyoming LLC Registered Agent

Step 4: Addresses

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 it can be 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.

WY Prindipal Address LLC

Step 5: 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.

Wyoming LLC Organizers

Step 6: 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.

Step 7: Review

Review that all the information is correct.  If there are no corrections, click “Continue.”

Step 8: Pay and File

Enter the organizer’s electronic signature, pay and file the Articles of Organization.

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Tasks After Forming Your LLC

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 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 before they can start.
  • 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: 7 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, 2020, 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 When Starting An LLC

You can act as your own registered agent, provide you are a resident of the state and are generally available during normal business hours. 

It’s sometimes thought that the LLC and business license are the same, which they aren’t.  Business license requirements vary by location and the type of business being operated. 

An out-of-state LLC wanting to do business in another state will have to register as a foreign LLC with the new state’s Secretary of State.

Businesses that require state licensing and offer professional services such as accountants, attorneys, podiatrists, physical therapists, acupuncturists, etc. often must file as a Professional Limited Liability Company (sometimes referred to as a Professional LLC or PLLC) instead of an LLC. Filing for a PLLC is very similar to that of the LLC.

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