How to Form an LLC in Wyoming
Wyoming Secretary of State – Business & UCC
State Capitol Building – Room 110
200 W. 24th Street
Cheyenne, WY 82002-0020
Statutory Authority: Wyoming Limited Liability Company Act — Wyo. Stat. Ann. § 17-29 (2012)
Wyoming LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization” including the “Consent to Appointment by Registered Agent.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Wyoming Secretary of State.
Wyoming Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Wyoming:
1. Company name
2. Registered agent name and address
3. Company mailing address
4. Principal office address
5. Signature and printed name of each organizer
7. Contact person daytime telephone and email
Wyoming LLC Fee Schedule
Application for Reservation of Name: $50.00
Articles of Organization: $100.00
Certificate of Authority: $100.00
Certified Copy: $3.00 plus $.50 per page for up to 10 pages, $.15 per page thereafter
Annual Report: $50.00 minimum (based on the total value of the company assets located and employed in Wyoming
Articles of Dissolution: $50.00
Your company name must end with a limited liability company designator. In Wyoming the specific designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC” “Ltd. Liability Company” “Ltd. Liability Co.” “Limited Liability Co.”
Conduct an entity name search on the Wyoming Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Limited Liability Company Name” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Wyoming requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Wyoming resident or active Wyoming business entity that has a Wyoming street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Wyoming resident and have a Wyoming street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Wyoming limited liability company. Nevertheless, Wyoming permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File the “Annual Report License Tax” and pay the annual report license fee based on company assets and number of employees in the state of Wyoming.
Registering as a Foreign Entity
1. Complete the “Foreign Limited Liability Company Application for Certificate of Authority.”
2. Attach an original certificate of existence/good standing, dated not more than 60 days prior to filing in Wyoming, duly authenticated by the official having custody of corporate records in the state of formation.
3. Attach a written consent to appointment executed by the registered agent.
4. Submit the completed documents, along with the $100.00 filing fee, to the Wyoming Secretary of State.
Dissolving a Wyoming LLC
1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with one copy and the filing fee, to the Wyoming Secretary of State.