How to Start an LLC in Wyoming

Starting a Wyoming limited liability company (LLC) can seem intimidating. But you don't have to go into it blind! This article will give the answers you need to know before you get started. 

Keep reading to learn:

• The steps to form an LLC in Wyoming
• Additional tasks you should handle after you start your LLC
• The length of time and amount of money it takes to create a Wyoming LLC

If you’re ready to move forward with your Wyoming LLC formation, you’ve come to the right place.

Last updated: May 2022

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Last updated: May 2022

Step 1: Name your Wyoming LLC

To start a Wyoming LLC, you first have to decide on the name of your business. But be aware that there are certain naming rules for LLCs in Wyoming. For example, some words are prohibited while others are required.

We’ve laid out the rules in more detail below.

Words You Have to Use

Wyoming Statutes Section 17-29-108 says LLC names must have one of the following:

• “limited liability company”
• “limited company”
• “LLC”
• “L.L.C.”
• “LC”
• “L.C.”
• “Ltd. liability company”
• “Ltd. liability co.”
• “limited liability co.”

Words You Can't Use

Section 17-29-10 also says that your LLC’s name should not use words that make it seem like another type of business, such as a corporation. It also says that your name can’t suggest that your LLC is organized for a different purpose than what is listed in its registration documents.

Additionally, your name can’t indicate that your LLC provides criminal or other illegal services. For example, if you don’t have a license to provide a service that requires one, your LLC name can't imply that you offer those services.

Finally, your LLC name can’t be the same as, or deceptively similar to, any trademark or service mark in the state. It also must be “distinguishable” from every other business name that has been registered in Wyoming.

Research the LLC Name You Want

After you’ve chosen a name for your LLC, you can check the Wyoming Secretary of State's Business Entity Search to see if it’s available.

If your desired name is available, Wyoming Statutes Section 17-29-109 lets you reserve it for 120 days for a $60 filing fee. To do so, you must mail an Application for Reservation of Name and a check to the Secretary of State at the following address:

Wyoming DBA: Using a Trade Name

When you run an LLC, you can use a “doing business as” or “DBA” name instead of your company's full name. A DBA is simply an alternate name for your business that you use instead of its full legal name.

Some LLC owners use DBAs so they can market their businesses under a less formal name. DBAs also give you the freedom to change the name you “go by” without changing your legal name.

Wyoming calls DBAs “trade names” Unlike many states, Wyoming does not require you to register your DBA.

However, if you want an official record of your DBA, Wyoming Statutes Section 40-2-104 lets you file an Application for Registration of Trade Name with the Secretary of State. You must submit this form by mail, and there is a $100 filing fee.

Step 2: Appoint a Registered Agent for your LLC

A registered agent is a person or business that receives important legal documents on behalf of a company.

Wyoming Statutes Section 17-29-113 requires every LLC to have a registered agent at all times. The agent must have a street address in the state and be available to accept service of process during normal business hours.

Choosing your LLC's registered agent is a big decision. Many people believe the best option is to be the agent themselves. And there are some advantages to this approach:

• It's cheap: You're not paying someone else to do it for you.
• It's easy: The only address and contact information you have to keep current is your own.
• It's reliable: You will receive all important documents personally.

However, you should know that if you take on the role of your LLC's registered agent yourself, some risks and responsibilities come with it.

The disadvantages of being your own registered agent include:

• No privacy: Your name and address will be published on the Secretary of State's website. This means that anyone with an internet connection can find your personal information.
• Junk mail/spam: You will get a ton of junk mail in addition to a small amount of real mail and any service of process.
• No breaks: You also must be available at all times during regular business hours to receive documents. This means no vacations, sick days, or leaving the office for lunch.
• Business interruptions: Client meetings can be interrupted by people serving process. That could be embarrassing or hurt your reputation.
• It's your fault if you miss something: You always have to make sure your address is correct and up to date. If you make a mistake or miss something, you are held responsible.

Fortunately, you can avoid these problems by using a professional registered agent service. These companies charge about $100 a year and notify you if anything is sent to your LLC.

If you want to do business in other states, you will be required to register as a foreign LLC and maintain a registered agent in those states. 

To make things easier, we recommend choosing a national registered agent service. That will allow you to hire a single company to provide registered agent services in every state where you need them.

Step 3: File Your Wyoming LLC Articles of Organization

Articles of Organization is the document you need to file with the Wyoming Secretary of State to formally create your LLC. It will list vital details about your company.

What to include in my Wyoming Articles of Organization?

According to Wyoming Statutes Section 17-29-201, your articles of organization must include:

• The LLC's name.
• The name and address of the registered agent.

You will also need to submit a written consent signed by the Wyoming registered agent.

We suggest that you file your Wyoming articles of organization through the Secretary of State’s online Business Center for the fastest service. However, you can also print and mail the form.

Wyoming LLC Filing Fee

According to the Secretary of State’s Fee Schedule, the filing fee for Wyoming LLC articles of organization is $100.

Wyoming LLC Processing Time

If you file online, your LLC will be active as soon as you finish the online filing process. If you file by mail, documents are processed in the order they are received, which may take up to 15 business days. 

Step 4: Draft your Wyoming LLC Operating Agreement

An operating agreement is a contract where the owners of an LLC state the rules for how the company will function. It includes details about members' rights and duties, as well as how to run the business.

Even though Wyoming law does not require LLC members to create operating agreements, we suggest that you make one. By drafting this contract, you get to decide how things will run for your business in advance. This can help things go more smoothly and prevent arguments when issues arise.

For example, if a member decides to sell their share of the company, they will follow the operating agreement. The contract will explain crucial details like the sales process, whether the company can buy back the exiting member’s share, and who takes over their responsibilities.

Some other ways an operating agreement can help your LLC include:

• They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so.
• They say what the manager has the right to do. Managers also have special duties to the company and the members. The LLC operating agreement should state these.
• They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
• They say how new members can join the company. They also have rules about how exiting members can leave.
• They set down how and when profits are paid to members. They can also create different types of membership and payment schemes.
• They say whether members or managers are in charge. They also say how to hire and fire managers.
• They say how and under what circumstances the LLC should end. You might not want to dissolve your business entity now, but you might in the future. It's best to think about it and plan before it becomes an issue.
• They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.

While drafting your Wyoming LLC operating agreement, make sure all the members are involved and have a say in decision-making. This will let you answer essential questions ahead of time to avoid unexpected problems.

Check out Wyoming Statutes Section 17-29-110 to learn more about the state’s laws about operating agreements.

Step 5: Get an EIN (Employer Identification Number) for Your Wyoming LLC

An Employer Identification Number (EIN) is a nine-digit ID number assigned to businesses by the IRS. Your LLC can use it as identification on important documents, just like you would use your SSN.

Here are the most common times when you need an EIN:

• Does your LLC have more than one member?
• Does your LLC have any employees?
• Is your LLC taxed as a C corporation or S corporation?

If the answer to any of these questions is yes, your LLC must get an EIN.

An EIN does not need to be used to file your taxes if you have a single-member LLC. However, having one is important in many other situations, such as opening a business bank account. Getting an EIN also protects your personal information from identity theft.

You can apply for an EIN on the IRS website or by mail using Form SS-4. If you apply online, it will only take a few minutes to receive your EIN.

Applying for an EIN is free. You don't have to pay anyone, including the IRS, to get one.

Read More: How to Get an Employer Identification Number in Wyoming

First Tasks After Registering your Wyoming LLC

Starting your business out on the right foot is crucial for any company's future. But creating a Wyoming LLC is just the beginning. There are several other important steps you need to take to set yourself up for success.

Open a Business Bank Account

Your LLC is not legally required to open a bank account, but it's easier to handle your company's finances when you have one.

Three major advantages of opening a business bank account include:

• Convenience: Keeping things separate makes your LLC's bookkeeping much simpler.
• More business opportunities: Your LLC can only receive credit card payments through a business bank account. You can also do business with people who won't take personal payments.
• Personal asset protection: Mixing your personal and business funds could cause you to be held responsible for the LLC's debts.

The third benefit, personal asset protection, is vital.

Many business owners start LLCs because they are separate legal entities from their owners. This separation, which is known as the “corporate veil,” prevents creditors from taking your personal assets to pay debts accrued by your business.

But if you “commingle” your business and personal assets in a single account, the corporate veil can be “pierced” if your LLC gets sued. And if the veil is pierced, you can be required to pay the LLC’s debts from your personal funds.

For this reason, you should open a business account and use it exclusively for your LLC. By keeping your personal funds in one account and your company’s assets in another, you can maintain the legal separation and protect any property that is titled in your own name.

Get Business Insurance For Your Wyoming LLC

Business insurance is a crucial investment when starting an LLC in Wyoming. Different types of businesses need different coverage options, so make sure to thoroughly assess the risks your LLC will face.

Some common types of business insurance include:

• General liability insurance: You'll need this if there's an injury on your property. It pays for damages and a lawyer if you need one.
• Commercial automobile insurance: This works like your own car insurance. It covers drivers and vehicles for your business.
• Workers' compensation insurance: Wyoming law requires most employers to obtain workers' compensation insurance coverage from the state-run plan. All new businesses must register with the Division of Workers' Compensation and Unemployment Insurance.
• Commercial property insurance: This protects your property in the event of damage. Keep in mind that flood insurance is often a separate policy.
• Professional liability insurance: Lawyers, doctors, architects, and other professionals need this insurance. It provides coverage and legal defense in the event of a malpractice case.
• Business income insurance: If you have to close for some time, business income insurance can pay back the loss of income. Policies vary, though. Make sure that you know exactly what kinds of losses will be covered.

Keep Your Wyoming Company Compliant

After starting your LLC, it's crucial to stay on top of your legal obligations. This may include submitting taxes, getting a business license or permit, or some other responsibility.

Regularly check the laws that your LLC needs to follow to make sure you stay up to date on any changes or updates. This will help you keep your business in good standing.

Wyoming Business Permits and Licenses

Depending on your industry, you might need to get a license or permit for your LLC. The Wyoming Business Council’s Licensing and Permissions FAQs are an excellent place to start if you have any licensing questions.

Wyoming Tax Requirements

As a Wyoming LLC, you’ll need to pay an annual license tax. The amount you owe each year will be the greater of $60 or 0.0002% of the LLC’s assets in the state.

If you sell physical goods, you may also need to collect and remit state sales tax. You can learn more on the Wyoming Department of Revenue Excise (Sales & Use) Tax Division’s website.

Federal LLC Tax Filing Requirements

LLCs are classified as “pass-through” tax entities. This means all profits from the business will be reported on the owner's individual tax return (Schedule C). The LLC itself isn't subject to income tax.

You also must pay Social Security and Medicare taxes, whether or not you hire any employees. If you do employ people, you'll need to deduct taxes from their paychecks.

Annual Report and other Filing Requirements

Wyoming Statutes Section 17-29-209 says all LLCs must file an annual report with the Secretary of State. You can file online or print an annual report using the Secretary of State’s Annual Report Wizard. 

Your yearly license fee will be due with your Wyoming annual report.

Wyoming Business Formation Quick Links

• Internal Revenue Service — apply for an EIN online
• IRS information regarding the federal tax treatment of LLCs
• Business Center (SOS)
• Annual Report Wizard (SOS)
• Business Forms (SOS)
• Fee Schedule (SOS)
• Business Entity Search (SOS)
• How to Create a Wyoming Company (SOS)

Statutes:

• Official Wyoming Statutes
• Name Requirements: Wyoming Statutes Section 17-29-108
• Name Reservation: Wyoming Statutes Section 17-29-109
• Trade Name: Wyoming Statutes Section 40-2-104
• Registered Agent: Wyoming Statutes Section 17-29-113
• Articles of Organization: Wyoming Statutes Section 17-29-201
• Operating Agreement: Wyoming Statutes Section 17-29-110
• Annual Report: Wyoming Statutes Section 17-29-209