How to Form an LLC in Wyoming!

Forming an LLC in Wyoming can provide a number of legal benefits.

Freedom of Contract

The Act gives LLC members contractual freedom to customize their capital contributions and their shares of profits and losses.  An LLC’s members can specify a method for allocating profits and losses in an LLC agreement that is greater or lesser than their portion of capital contributions.  This gives members contractual flexibility to tailor their income and risks of loss to further their big-picture asset management plans.

Perpetual Duration

The Wyoming LLC Act provides for an LLC’s unlimited life.  Section 17-29-104 states that every limited liability company has a perpetual existence unless its articles of organization provide for a limited term.  An LLC’s existence can therefore outlive its members’ lifetimes.

Protections Against Unwanted Parties

Under the Wyoming LLC Act, an assignment does not dissolve the LLC or entitle the assignee to participate in management or to become a member.  Instead, the assignee may receive only the distributions and allocations of profit and loss to which the assignor would have been entitled, and all the non-assigning members must consent to the assignee becoming a member.

Creditors Cannot Obtain Controlling Rights

Section 17-29-503 provides that if a judgment creditor of a member obtains a charging order against the member’s interest, the creditor will only be able to receive the distributions of that member’s interest.  That is, a charging order requires the LLC to pay the judgment creditor any distribution that would otherwise be paid to the judgment debtor.  But the judgment creditor does not have a right to participate in management.  In addition, 17-29-503 states that a charging order is a judgment creditor’s “exclusive remedy.”

In addition, the Act states that unless an LLC agreement provides otherwise or all members give written consent, a person ceases to be a member of a member-managed LLC when the person makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated insolvent or bankrupt, or fails to contest a petition seeking his or her reorganization, liquidation, dissolution, or similar relief.  These events are considered “events of bankruptcy.”

Here are the steps you need to follow to set up an LLC in Wyoming.

Step 1. Choose a Name

First, the name of a Wyoming LLC must include “limited liability company,” “limited company,” or an abbreviation of one of the two. The name must also be distinguishable from the names of all other current business entities on the State’s records. The name cannot contain any word suggesting that it is a different type of business entity, or that it is formed for a purpose that isn’t authorized in its formation documents.

Step 2. Appoint a Registered Agent in Wyoming

A Wyoming LLC must continuously maintain an agent for service of process in the state.  A commercial registered agent service may act as a Wyoming registered agent.

Step 3. File Articles of Organization

Wyoming has very few requirements for Articles of Organization, which will officially register the company with the State. These Articles of Organization must only include the LLC name and the name and address of its registered agent, and are delivered to the Secretary of State with a $100 filing fee.

Step 4. Prepare an Operating Agreement

All Wyoming LLCs have their affairs governed by their respective operating agreements. We advise that this is a written document, although the law allows it to be written, verbal, or merely implied, and does not require that it is referred to as an operating agreement.

There are some additional steps you will need to take after you form your Wyoming LLC to finish setting up and maintaining your business.

Get an EIN Number

The I.R.S. requires you to obtain an Employer Identification Number from them (which can be done by an incorporation service on your behalf) if you have employees or more than one member in your LLC.

File Annual Reports

Wyoming requires that LLCs file annual reports with the Secretary of State. Unlike most other states, Wyoming requires LLCs to give the capital, assets, and property located or employed in Wyoming, as well as their principal office address. This is in addition to an annual fee, which is either .02% of their Wyoming assets or $50 (whichever is greater).