Form a Wyoming LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Wyoming LLC, or Limited Liability Company, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Wyoming Secretary of State. We also conduct a name search for your Wyoming LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Wyoming LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name:Choosing a business name is one of the first steps in the process of forming your Wyoming Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or "LLC" or "L.L.C.," "limited company" or "LC" or "L.C.," "Ltd. liability company,""Ltd. liability co.," "limited liability co."
Must be distinguishable from (cannot be the same as or deceptively similar to) any other Wyoming Limited Liability Company or other business entity names, trademarks, or service marks registered with the Secretary of State
Must not imply that it was organized for a different purpose that what is specified in its articles of organization
Must not imply that it was organized under Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, or the Nonprofit Corporation Act
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Wyoming Limited Liability Company before filing to see which names are available.
Reserving a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you reserve your name with the state.
Articles of Organization: In any Wyoming LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Wyoming Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization during the process of Wyoming LLC formation. This information must include:
The company name
The period of the LLC's duration (30 years from the date of filing unless the articles specify a different period of duration)
A statement of the purpose for which the LLC is organized (Wyoming allows a LLC to be organized for any lawful purpose, except for banking or insurance)
The name and address of its registered agent in the state
A statement of written consent to appointment that is manually signed by the registered agent
The total amount of cash and a description and agreed value of property other than cash contributed
The right, if given, of the members to admit additional members, and the terms and conditions of the admission
The right, if given, of the remaining members of the LLC to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates the continued membership of a member in the limited liability company
If the LLC is to be manager-managed, a statement to that effect that also sets out the names and addresses of those who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify.
If the management of a LLC is reserved to the members, the names and addresses of the members must in the articles of organization
If the LLC elects status as a flexible LLC (a LLC with fewer than 2 members), the articles must include a statement to that effect
You are also allowed to include additional provisions (if consistent with law), that the members elect to set out regarding the regulation of the internal affairs of the LLC, including any provisions required or permitted to be set out in the operating agreement
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by any person. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, the Wyoming LLC formation process generally requires inclusion and/or considering of the following:
Organizers: Any person may form a LLC. The person need not be a member of the LLC.
Minimum Number of Organizers: One
Eligibility: individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates and other associations
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: Two or more members.
Procedure for Membership: The member may acquire an interest in the LLC either (1) in proportion to their contribution or (2) in accordance with the operating agreement of the company.
Resignation of Membership:Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the articles of organization
A member may not resign until all liabilities have been paid and sufficient property exists to pay them
A member may not resign unless consent of all members is provided
A member may not resign except in accordance with the operating agreement of the LLC. If the operating agreement is silent, a member must give 6 months notice
A member may not resign except upon dissolution of the LLC
A member of a limited liability company may have the limited liability company dissolved and its affairs wound up when: (a) The member rightfully but unsuccessfully has demanded the return of his or its contribution or (b) The other liabilities of the limited liability company have not been paid, or the limited liability company property is insufficient for their payment and the member would otherwise be entitled to the return of his or its contribution.
Contribution: The contributions of a member to the LLC may be in cash or other property, cancellation of promissory notes or services rendered or to be rendered.
Registered Agent In Wyoming
LegalZoom can also provide your business with a Registered Agent in Wyoming. Every Wyoming LLC must continually maintain a registered agent in Wyoming. An LLC must designate a person or office to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be either (1) an individual resident of Wyoming whose business office is identical the registered office or (2) an in-state or out-of-state corporation authorized to transact business in Wyoming, having a business office identical the registered office.
Registered Office: The registered office does not need to be the LLC's place of business.
Wyoming Secretary of State
Once a Wyoming LLC has been created, the Wyoming Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Wyoming Secretary of State.
Records: Each limited liability company must keep a copy of the filed articles of organization (and any amendments thereto) open to inspection at its office:
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC
Unanimous consent in writing by all members
The death, retirement, resignation, expulsion, bankruptcy, dissolution of a member
The occurrence of any other event which terminates the continued membership of a member in the LLC unless all remaining members consent to continue the LLC under a right specified in the articles of organization
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Secretary of State along with the appropriate filing fee. When appropriate a check must accompany the document payable to the State of Wyoming, covering all charges for the Secretary of State.