How to start an LLC in Wyoming

To form a limited liability company (LLC) in Wyoming, you will need to file articles of organization with the Wyoming Secretary of State. This document essentially creates your LLC. Once it is approved, you may officially start doing business in the state. However, there are some important things to do before and after filing your LLC articles of organization.

As you prepare to submit these legal documents, you will need to come up with a business name for your Wyoming LLC and obtain registered agent services. Both of these are mandatory, and you may only proceed with your LLC formation once you have them. When your articles of organization are approved, you will need to draw up an LLC operating agreement, get an Employer Identification Number (EIN) for your company, obtain all the relevant business licenses and permits, and finally open a bank account for your Wyoming LLC.

Forming a Wyoming LLC may seem complicated and overwhelming, especially if this is your first time. To make the process easier and ensure that you fully comply with Wyoming LLC registration requirements, we’ve put together this guide. Something like an LLC formation service also simplifies the process while at the same time ensuring that you have all the legal documents you need to start your business in good standing.

Wyoming LLC fee breakdown

Below are the fees you can expect when forming an LLC in the state of Wyoming.

• Articles of organization – The cost of filing LLC articles of organization with the Wyoming Secretary of State is $102 if you file online and $100 if you send by mail.
• Name reservation – If you already have an LLC name but aren’t ready to file articles yet, you can reserve that name to prevent others from using it. This will cost you $60, payable to the Wyoming Secretary of State either by check or money order¹. You may also consider trademarking the name to ensure your business brand enjoys federal protection in perpetuity.
• “Doing business as” (DBA) name – In case you want your LLC to operate under a different name than its registered name, you may file for a “doing business as” name. Also known as a fictitious name, a DBA name costs $100 in Wyoming, payable to the Secretary of State via check or money order.

Are you ready with your Wyoming LLC fees? Start your company with these nine easy steps.

Step 1: Name your Wyoming LLC

The first thing you will need to do when forming a Wyoming LLC is come up with a business name for the LLC. Ideally, you want a creative name that gives your brand an identity that potential customers can relate with. Beyond that, make sure that the name complies with Wyoming’s state laws for limited liability companies. Here are the steps to keep in mind as you think of a name for your company:

Follow the Wyoming LLC naming guidelines

Wyoming state law requires that your LLC name should:

• Be unique. The name should not be already taken by another Wyoming business entity. You can find out if your chosen name is available for use by running a name search at the Wyoming Secretary of State Business Center website.
• Include the phrase “limited liability company” or its abbreviations; i.e., LLC or L.L.C at the end.
• Not include words or phrases that may confuse your business with a government agency such as the State Department or FBI.
• Not include restricted words such as “university” or “attorney”, unless your LLC is, in fact, describable by such restricted words. You will also need to file additional paperwork if your LLC is eligible for a restricted word.

Reserve the name if you need to

If you’ve found a name that you like, and you’ve done a name availability search to ensure it is unique, you may reserve it to prevent other business owners from using it. This will give you some time to prepare your LLC formation paperwork. The state of Wyoming allows business owners to reserve a name for up to 120 days at a fee of $60¹.

Consider trademarking your LLC name

Registering an LLC in Wyoming gives your business name state-wide protection – no other business can use a similar name or a close variation of it. However, if you prefer to protect your name and brand nationally, you will need to obtain a trademark for it with the U.S. Patent and Trademark Office (USPTO). You can do this online through their website.

File a DBA

While not necessary, a DBA (“doing business as”) is worth your consideration if you want your LLC to trade under a different name. For example, perhaps your company’s legal name doesn’t appeal to your target audience. Rather than changing the business name altogether, you can opt to have a more relatable DBA. The cost of filing a DBA in Wyoming is $100.

‍Register a domain name

Once you have your name and have ensured its protection at state and federal levels, you can obtain a web domain for your business using that name. Taking this step early enough will prevent others from acquiring that domain.

Step 2: Choose a registered agent in Wyoming

The Wyoming state law requires every limited liability company to have a registered agent. As a matter of fact, you may not register an LLC in Wyoming if you do not have a registered agent.

What is a registered agent? An LLC registered agent is an individual or business entity that agrees to receive service of process, tax documents, state correspondence and other important legal documents on behalf of your company. They are essentially the point of contact between your company and the state of Wyoming.

Many small business owners often wonder: can I use myself as a registered agent? Yes, you are allowed to be your own registered agent when forming an LLC in Wyoming. This can potentially save you a few hundred dollars in registered agent service fees. However, it’s advisable to hire a Wyoming registered agent for many reasons:

• State residency. The state law requires a registered agent to either be a resident of Wyoming or a business entity based in the state. They must have a physical address within Wyoming, not just a P.O. box. Therefore, unless you are currently based in Wyoming, you may not be allowed to be your own registered agent.
• Availability during working hours. Another requirement for being a Wyoming registered agent is that you must always be available in person during working hours. This is meant to ensure that businesses and their owners are always available to accept service of process documents. However, since business owners are not always at their principal place of business, it’s possible that you may be served when you are unavailable. But this won’t be a problem if you have a Wyoming registered agent.
• Potential for expansion. If your business expands into other states, you will need a registered agent in every state that you do business. Rather than hiring multiple agents, it makes more sense to hire one Wyoming registered agent who has locations in other states. You can even list their locations as your business offices and thus avoid having to open multiple offices when your LLC starts to expand beyond Wyoming.

Step 3: File Wyoming articles of organization

Having obtained a business name and registered agent for your LLC, you can proceed to file articles of organization with the Wyoming Secretary of State. These are the main LLC formation documents, which when approved, bring your company into existence.

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What is in the articles of organization? The Wyoming LLC articles of organization detail the name of your company, whether or not it will be a close LLC (more on this shortly), the name and physical address of your registered agent, mailing address of your LLC, the company’s principal office address, and the signature of the filer.

There are two ways to file your Wyoming articles of organization. You can either file online at the Secretary of State Business Center or file by mail. In case you choose the latter option, fill in the Wyoming articles of organization form and mail it to the address below:

Wyoming Secretary of State

2020 Carey Avenue

Suite 700

Cheyenne, WY 82002

Wyoming LLC filing fees are $102 if you file online and $100 if you send by mail.

In addition to the articles of organization, you are also required to file the Wyoming Consent to Appointment by Registered Agent form, which basically proves that you have a registered agent who has agreed to represent your company in that capacity.

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In Wyoming, the state’s articles of organization allow business owners to choose whether or not they want a Close limited liability company. A Close LLC is generally meant for small businesses that have tighter structures, such as family-owned and single-member LLCs. Selecting this option helps you sidestep burdensome formalities while retaining all the benefits of a limited liability company.

The processing time for Wyoming articles of organization is five to seven business days if you send by mail. If you file online, your articles will be processed immediately.

Keep in mind that if you are trying to expand an already existing LLC into Wyoming, you won’t be required to file articles of organization. Instead, you will file a document known as a Certificate of Authority, which will establish your business as a foreign LLC.

Step 4: Receive a certificate of formation from Wyoming

Once your articles of organization are approved, the state of Wyoming will issue you a certificate of formation. This will act as proof that your LLC officially exists in Wyoming. Beyond that, you may use this certificate for a number of reasons, including obtaining an Employer Identification Number (EIN) or opening a business bank account.

Step 5: Create a Wyoming operating agreement

Although an LLC operating agreement is not mandatory by law in the state of Wyoming, it’s wise to have one anyway. Besides using it to plan your LLC’s structure and governance, an operating agreement can be a powerful tool for succession planning and ensuring continuity of your business.

What is an operating agreement? In summary, an operating agreement is a legal document that lays out the ownership, rules, and business structure that govern a limited liability company. It also establishes the relationship between the business owner, managers and the business itself. For multi-member LLCs, an operating agreement ensures that the various members are on the same page regarding ownership percentages, voting rights, duties etc. This reduces the risk of future misunderstandings.

What should an operating agreement include? Among other things, an operating agreement includes:

• Basic company information. This includes its registered name, fictitious name, principal place of business and address of registered agent.
• Capital contributions. This section of an operating agreement shows the amount of capital raised by each member (or the sole owner of a single-member LLC) in cash, assets or otherwise.
• Profit and loss distributions. Specifies how business earnings will be distributed between the various members (in the case of a multi-member LLC) or the sole member (in the case of a single-member LLC).
• Business management. Establishes the business structure, including the preferred tax status as well as all the managers and employees that may be hired by the LLC.
• Accounting and bookkeeping. An operating agreement determines how the company will record and store its financial records.
• Transfer of interest. Oftentimes an LLC operating agreement will state whether or not members are free to assign, sell or dispose their stake in the company. It may also specify whether or not new members are allowed into the business.
• Dissolution. The conditions under which the company may be terminated.

Do you need to file your LLC operating agreement with the state? No, an operating agreement is an internal document. Therefore, you don’t need to file it with the secretary of state. You, however, need to store it in a safe and accessible place. If you are setting up a startup, now is the best time to create an operating agreement so that it lays out the rules and structure of the business from the outset.

Step 6: Get an EIN

The Internal Revenue Service (IRS) requires all multi-member LLCs as well as all LLCs with employees to have an Employer Identification Number (EIN). Thus, if your Wyoming LLC has more than one owner or if it’s planning to hire employees in future, then you must obtain an EIN.

What does EIN mean? An Employer Identification Number (EIN) is a nine-digit number that the IRS assigns to businesses for identification and tax purposes. Think of it as a Social Security Number, but for businesses. Besides the IRS, banks too typically require an EIN before you can open a business bank account.

How can you get an EIN? There are two ways of getting an EIN for your Wyoming LLC: you can either apply for it online via the IRS website, or you can apply by mail (or fax). If you choose to apply by mail, you will need to download  IRS Form SS-4, fill it out and mail it to the IRS at:

Internal Revenue Service

Attn: EIN Operation

Cincinnati, OH 45999

Fax: (855) 641-6935

Getting an EIN is completely free and should be an easy process to complete. Keep in mind that even if you currently have an EIN for a sole proprietorship, the IRS will require you to apply for a new one when converting to an LLC. You generally don’t need a Social Security Number to obtain an EIN for an LLC. Simply leave section 7b of Form SS-4 blank, and then call the IRS at (267) 941-1099 to complete your EIN application.

Step 7: Get Wyoming business licenses and permits

There’s no general business license requirement in Wyoming. This means that your company can potentially operate in the state without having to apply for any business license or permit² as long as you have a certificate of formation. However, businesses in some industries do require a Wyoming license. These include:

• Contracting – Apart from electrical contractors, all businesses that are involved in contracting are required to obtain licensing in Wyoming. Contracting licenses are issued by local governments, not the state government³.
• Food – You will need to obtain a business license from the Wyoming Department of Agriculture if your LLC produces or sells food products.
• Transportation – All businesses involved in commercial transportation are required to get a license from the Department of Transportation.
• Trusts – Both private and public trust companies are required to apply for licensing from the Wyoming Banking Division. If you are registering a trust, you would be required to get licensed before you start operating in the Equality State.
• Companies with restricted words – these include words like “academy”, “education” or “bank”. You are required to apply for approval before using such names.

Keep in mind that some types of businesses require federal permits to operate in any state, including Wyoming. So, even if you don’t need a Wyoming license, it may be possible that you need a federal license. Such businesses include those involved in investment advertising, drug manufacturing, preparation of meat products, broadcasting, commercial transportation, and the sale of alcohol, tobacco and firearms⁴.

Step 8: Open a business bank account for your Wyoming LLC

Many sole proprietorship owners are prone to using a single checking account for both personal and business funds⁴. While this may seem convenient – because you won’t need to open a new business bank account for your company – it is, in fact, extremely disadvantageous, particularly in liability protection and when filing taxes.

When you comingle business and personal finances, it becomes harder to provide the proper paperwork to validate legitimate business funds. In case of litigation from a business creditor, they may lay claim to all the funds in the account, including your personal finances, because they are mixed up in that account. To avoid such a scenario and increase your liability protection, it is wise to open a separate bank account for your LLC. This is where all business transactions will pass through, and since you will have all those transactions in one place, you’ll have it easy when tax time comes around.

Besides, mixing personal and business finances will make it hard for you to prove legitimate business expenses. This can prevent you from making small business deductions and lowering your tax liability. Plus, most banks generally require a dedicated account for business transactions. You may also qualify for a business credit card if you keep business finances separate from personal finances.

Step 9: Complete everything else

After obtaining everything you need to open your doors for customers, you may also consider giving your Wyoming LLC a competitive leg up by setting it up for success from the get go. Here are a few things that you can do immediately:

• Market your business. Advertising is important for any business, but more so for a startup. You want to get the word out about your new business and its products/services as soon as possible. One way to do that is by creating a business website and optimizing it. This is a cost-effective yet efficient way to reach your target audience. Besides a web presence, there are several other ways to advertise a newly organized company. They include social media advertising, print ads, direct mail, TV and radio commercials, outdoor advertising, and even press releases.
• Get business insurance. Business insurance is a great tool for managing risk because it can help you cover the costs of liability claims as well as property damage. Some of the most common types of small business insurance policies to consider include general liability insurance, business income insurance, commercial property insurance, workers’ compensation insurance, and professional liability insurance.
• Hire your first employee(s). Unless your LLC is fully owned and operated by you alone (as is the case with freelance and gig work), chances are you will need to hire one or few employees. Make sure to stay compliant with Wyoming’s state laws for hiring employees. For starters, you will need to verify that the individuals you are hiring are legally allowed to work in the U.S. You must report them as new hires to the state of Wyoming. It’s also your duty to provide workers’ compensation insurance and withhold employee taxes. In case you are wondering, the minimum wage in Wyoming is currently at $7.25 per hour, and employers are generally required to pay their staff semi-monthly.

Wyoming LLC taxes

Wyoming is one of a handful of states that have no personal income tax and no corporation income tax at state level. This means that for most LLCs – regardless of the tax status you have chosen – there’s no business income tax due. Further, since Wyoming has no personal income tax, it means that you are not required to file any state tax returns on the earnings you receive from your LLC.

While there are no state income taxes in Wyoming, your LLC could be subject to other forms of state taxes. They include:

• Sales and use tax. This is applicable to businesses that sell physical products (goods)
• State employer taxes. Every business that has employees must pay these.
• State unemployment insurance taxes. These are also applicable to Wyoming businesses that have employees.
• Excise tax. Your LLC will be mandated to pay this if you sell fuel, beverages, cigarettes and/or tobacco products.

Additionally, there are federal LLC tax requirements for Wyoming limited liability companies. Generally, the IRS treats LLCs as pass-through entities for tax purposes. This means that your business entity is not required to file income tax returns. Instead, it passes its earnings to you, and then you file taxes on them through your personal income tax returns.

In other words, LLC earnings are not taxed at business level; they are only taxed at member level, provided your elected tax status is either a sole proprietorship, partnership or S corp status. If you choose the C corp tax status, you will be subjected to double taxation where business earnings are taxed at corporation level and then at shareholder level again. If you select any of the other tax classifications, you will report your LLC income to the IRS using:

• IRS Form 1040 Schedule C for a single-member LLC, or
• IRS Form 1065 Partnership Return for a multi-member LLC.

Wyoming annual reports for LLCs

All limited liability companies in Wyoming – including foreign LLCs – are required to file an annual report with the Wyoming Secretary of State. This report should be accompanied by a filing fee of either:

• $60, or
• Two-tenths of one mill on the dollar (i.e., 0$0.0002)

“Whichever is greater based on the company’s assets located and employed in the state of Wyoming⁵.”

You can file your Wyoming LLC annual report online or by mail. Whichever method you choose, the report and its tax payment are due on the first day of the anniversary month of your LLC’s formation. If, for example, you formed your LLC on 28^th June, the report will be due each year on 1^st June. Failure to file the report and pay its accompanying tax within 60 days subjects your company to dissolution by the state.

Frequently asked questions

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

The cost of filing LLC articles of organization in Wyoming is $102 if you file online and $100 if you send by mail. This filing fee is payable to the Wyoming Secretary of State.

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

In Wyoming, LLC articles of organization are processed immediately you submit the payment when filing online, and between five to seven days if you send by mail. Once the articles are processed, your LLC is formally created.

What are the benefits of an LLC in Wyoming?

There are many advantages to forming an LLC in Wyoming. Here are the main ones:

• Business owners enjoy personal liability protection
• There are no state income taxes in Wyoming
• The state has some of the best personal asset protection laws
• LLCs enjoy perpetual life in Wyoming
• LLC owners can choose between S corp, sole proprietorship, partnership and C corp tax statuses.

How is a Wyoming LLC taxed?

LLCs in Wyoming are only subject to federal income taxes. There are no state corporate or personal income taxes. This means that LLC owners and their companies need not file any state income tax returns. However, every business with employees must pay state employer taxes as well as state unemployment insurance taxes. Wyoming LLCs that sell goods are subject to sales and use tax, while those that sell fuel, beverages, cigarettes and/or tobacco products are required to pay excise tax.

What are the types of LLCs in Wyoming?

There are six common types of LLCs that you can form in Wyoming:

• Single-member LLC – this type of limited liability company is owned and operated by one person. It is the closest entity to a sole proprietorship, except you also get liability protection.
• Multi-member LLC – as the name suggests, this is a limited liability company that’s owned by more than one member. Multi-member LLCs are, by default, taxed as partnerships. But the members can resolve to elect a different tax classification; i.e., S corp or C corp status.
• General partnership – much like a multi-member LLC, a general partnership has multiple owners who may share business responsibilities, liabilities, taxes and other obligations. Generally, at least one member must have unlimited liability.
• Family limited partnership – this is a type of general partnership that is fully owned and managed by members of a single family.
• Professional LLC – members of a professional limited liability company form the business to offer professional services such as legal, accounting, medical and finance services.
• Member-managed and manager-managed LLCs – the main difference between member-managed and manager-managed LLCs is that the latter are run by hired professionals. Member-managed LLCs, on the other hand, are run by the company’s shareholders. You can form either of these two types of LLCs in Wyoming.

Where can I conduct a name search for my Wyoming LLC?

You can run a business entity search at the Wyoming's Secretary of State Business Division’s website. If your preferred name is available, you may reserve it for up to 120 days.

References

1. Wyoming Secretary of State. “Limited Liability Company Application for Reservation of Name.” 26 Jun. 2022, https://sos.wyo.gov/Forms/Business/General/LLC/LLC-NameReservation.pdf
2. Wyoming Trust & LLC Attorney. “Does Wyoming Have a Business License?” 26 Jun. 2022, https://wyomingllcattorney.com/Wyoming-Registered-Agent/WY-Business-License
3. FindLaw. “Federal Business Licenses.” Thomson Reuters, 20 Jun. 2016, https://www.findlaw.com/smallbusiness/starting-a-business/federal-business-licenses.html
4. The Hartford. “Why You Should Never Mix Funds.” 26 Jun. 2022, https://www.thehartford.com/business-insurance/strategy/small-business-mistakes/mixing-funds
5. Wyoming Secretary of State. “Business Division Filing Fee Schedule.” 26 Jun. 2022, https://sos.wyo.gov/Business/docs/BusinessFees.pdf