How To Start An LLC In Wyoming [2023 Guide]
Are you interested in starting your own Limited Liability Company (LLC) but are confused by the process? If so, read on for my guide to starting an LLC in Wyoming. I’ll walk you through the basics of what you need to do to get started, the benefits of forming an LLC, and answers to common questions.
What is an LLC?
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.
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 personal 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
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Steps to Form a Wyoming LLC
This guide will provide you with the information you need to start an LLC in Wyoming. The Wyoming LLC formation process is relatively simple, and with a little guidance, you can have your LLC up and running in no time.
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
– Limited Company
– 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 and 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.
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 still employed. Hiring a commercial registered agent service like Northwest Registered Agent will help keep the owner’s names from being publicly listed.
Learn more about the requirements for a Registered Agent in Wyoming
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.
Related: How to fill out the Wyoming Articles of Organization
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 an LLC 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.
What To Do After Forming A Wyoming 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.
Under Wyoming law, Statute § 17-29-110 states that every Wyoming LLC may adopt an operating agreement, but it isn’t required by the Wyoming Secretary of State. Despite it not being required, there are several reasons it is recommended to have one. 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
If the LLC will hire employees or is owned by more than one member, an EIN is required.
The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) 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.
If an Employer Identification Number isn’t required, the LLC can use either the owner’s social security number or register for an EIN.
Related: How to Apply for an EIN
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.
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.
File the Wyoming LLC Annual Report
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.
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Wyoming LLC FAQs
How much does it cost to start an LLC in Wyoming?
The cost to file the Articles of Organization with the Secretary of State and start an LLC in Wyoming is $100.
How long does it take to start an LLC in Wyoming?
LLCs formed in Wyoming online through the Secretary of State’s website are processed immediately, while mailed-in forms can take up to two weeks.
Is there a yearly fee for an LLC in Wyoming?
Each year, an annual report and annual fee ($60 minimum) must be submitted to the Wyoming Secretary of State.
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.
Related: Who can be a registered agent in Wyoming?
Does an LLC need a business license in Wyoming?
It’s sometimes thought that the LLC and business license are the same in Wyoming, but they aren’t. An LLC is referred to as a business entity, which is how the business is organized to conduct business. A business license is an approval from a government entity to operate legally.
Most businesses in Wyoming will need to register with a variety of government agencies. Wyoming business license requirements are based on what the business does or where it is located in the state, not on the type of entity.
What is a Foreign Limited Liability Company?
A foreign LLC isn’t a special type of LLC. Instead, it’s an LLC that was formed in another state that wants to operate physically in Wyoming. Physically operating means having a presence, such as having an office or hiring an employee.
Related: What is a foreign LLC?
What is a Professional Limited Liability Company?
Businesses that require occupational licensing in Wyoming, such as accountants, architects, veterinarians, etc., can register as a Professional Limited Liability Company (PLLC) instead of an LLC. Filing for a PLLC is very similar to that of an LLC.
Is an LLC the same as a corporation?
What is a Wyoming anonymous LLC?
An anonymous LLC isn’t a special type of LLC but refers to the state keeping the names of LLC owners private. Wyoming is one of four states where the owner’s name and address are not made public.
Related: What is an anonymous LLC?
Is Wyoming the best state to form an LLC?
It’s generally best to form an LLC where you reside and will be doing the work, however, there may be reasons to form one in another state.