How to Start an LLC in Wyoming
An LLC offers personal liability protection and easy tax filing since LLC owners pay taxes via their own personal tax returns and aren’t subject to double taxation like corporations. Ready to learn more? You need to follow several steps to officially launch a business in Wyoming. To help, you can follow this step-by-step guide and get your new business up and running in no time.
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Wyoming is known for its business-friendly climate and local incentives to start a small business, which is why many people form LLCs there. If you are looking to join the growing number of entrepreneurs in Old Dominion, you might decide that an LLC is the right business structure for your new venture.
Forming an LLC in Wyoming is a simple process that mostly consists of submitting the proper paperwork to the Wyoming Secretary of State. But before you take that step, you’ll want to understand the details of your business so they can be properly recorded and you don’t face issues.
Name your LLC
Have a name in mind? See if it’s already listed in the state’s business directory. If the name comes up in a search, it’s taken. If it doesn’t, it’s yours to claim.
Any forms you fill out throughout the life of your business will ask for the business’s name. This may sound obvious, but it is important to understand that part of Wyoming’s regulation of businesses includes business names. Names must adhere to Wyoming state guidelines before an LLC can be formed, and if you submit paperwork with a name that doesn’t comply, you could face rejection and need to begin the process.
Claiming a business name in Wyoming
Wyoming requires that each business registered in the state have a unique name and that each name is completely distinguishable from all others. You need to check on name availability. Here’s how:
- Use the Wyoming Business Name Search to see what names are taken. If you have any ideas for a name, type them into the state website and see if they have been used.
- If a name is available, you can form your LLC under that name. Doing so will prevent anyone else from using the name.
- If you are not ready to complete formation, Wyoming allows you to reserve a name. Name reservations for this type of business are filed online.
To be approved by the state, you will also need to ensure your name contains the proper designator (“limited liability company” or abbreviations like LLC and L.L.C.) and does not violate additional rules. In general, this means the name must accurately represent the business purpose and those who work for it.
Choosing the right business name
While your business’s name is a legal requirement, it’s also a marketing tool. You want to be sure that clients can find you easily online, which means your name should be easy to spell and understand, and something that fits your industry well.
The requirement for unique names is within Wyoming state, not the country, so it is possible that other businesses could share your name. It can be helpful to do a quick web search to see what else exists and if it could confuse clients. Pay special attention to your domain name and social media handles that may be taken by other businesses so that you can ensure yours are available.
Run a domain name check to make sure the domain name that matches your company’s name is available for purchase. It’s a good idea to look into domain name options before registering your business with the state to ensure the two names match.
Select a registered agent
One of the requirements for forming a Wyoming LLC is to name a registered agent at the time of formation. The registered agent’s role is to be legally responsible for receiving government documents, including service of process and tax notices, and ensuring they are appropriately received by the LLC. Because owners and LLCs are separate legal entities, having a registered agent ensures that the government has a point of contact in place at all times.
The registered agent you choose must be a resident of Wyoming or a corporation authorized to transact business in Wyoming. If you choose an individual, any adult can be named, including yourself or anyone affiliated with your business. This person must have a physical address in the state, not a P.O. box.
The one downside to using an individual is that they are expected to be available during all normal business hours in case documents need to be received – and if they aren’t, it can be a breach with legal consequences.
To avoid these issues, you may also choose a registered agent service. For a small annual fee, formation services can set up your business, serve as your registered agent, and even help you file annual reports to keep your new LLC in good standing with the state.
File Articles of Organization
All information you know about your business will be a part of Form LLC1011, the Articles of Organization. This form must be completed in full and submitted to the Secretary of State. They will then ensure all information is accurate and compliant before processing the form and registering your LLC with the state of Wyoming. You can complete the Articles of Organization online or by printing out the form and mailing it to the Secretary of State.
The information you will need to provide on the Articles of Organization is:
- Name of your LLC
- Optionally, the phone number and email for LLC contact
- Principal office mailing address of the LLC – this must be a physical address
- Resident agent qualifications and business address
- Name and signature of at least one organizer
Once completed and submitted, the state will review your documents and send you documentation to show you have been approved for an LLC. With approved documents in hand, you’re officially a business owner in the state of Wyoming.
You can fill out and submit your LLC formation documents here.
Along with the proper forms, you must submit a $100 non-refundable state fee to create your LLC. This can be paid online or by check payable to the Secretary of State.
Wyoming processing time
If you file the Articles of Organization by mail, there is an expected turnaround time of one week to receive confirmation. For those submitted online, approval is immediate upon payment.
Create an LLC operating agreement
An operating agreement is a legal document that outlines the ownership and operating procedures for an LLC, including both daily topics and long-term plans. There is no requirement for LLCs in Wyoming to have these agreements in place, but it is considered the best thing for all businesses to do to have them on record.
There are a number of benefits to having an operating agreement for your LLC:
- The process of creating an agreement ensures all members are on the same page about important topics.
- If there is any dispute in the future, the operating agreement can be used to determine the best way to proceed without involving third parties.
- Without an operating agreement, the state will default to their own LLC rules to settle a dispute. These rules may not be in the best interest of your company or its members.
- Formal documentation like an operating agreement can help establish your business as a separate legal entity, allowing you to maintain personal asset protection.
- Future investors or lenders may see an operating agreement as a sign that your business is credible and well-run.
You can find a range of free templates online to create an operating agreement. Most businesses won’t need complex provisions or the help of a lawyer, though that is an option. In general, operating agreements will cover these topics:
- How new members can be admitted to the business.
- What happens when an existing member leaves the business.
- How profits and losses are allocated between members.
- Each member’s ownership interest in the business.
- Voting procedures and how votes are allocated.
- The business entity’s management structure, be it single-member LLC, member-managed LLC, or manager-managed LLC.
- The process of dissolution if it occurs.
Operating agreements can be living documents, so you can always adjust in the future. For your first version, be sure all members have signed it and it’s on record at your business.
The reason that registering your business with the state of Wyoming matters is that they will continue to oversee your business formation. From licensing to taxes, there are important steps a business owner must take to keep their LLC in good standing and ensure everything runs properly.
Get your EIN
Doing business as an LLC requires a tax ID. Your personal tax ID is your Social Security Number, but businesses can also be issued unique, nine-digit IDs by the Internal Revenue Service. These are known as EINs, or Employer Identification Numbers, and are used to manage federal taxes.
Not every business is required to have an EIN. If you have no employees and do not pay excise taxes, the IRS does not need to track your business activity. However, it’s still beneficial, as banks and other providers will often require an EIN. Being able to provide this ID is also a safer option than using your personal Social Security Number, which should not be shared.
Sole proprietorships don’t need an EIN.
You can get your EIN by visiting the IRS website.
Get Wyoming business licenses
Wyoming is fairly lax about business licenses, but you should check in with each city, town, and county to make sure you’re in compliance. The City of Richmond, for example, requires a city business license for all businesses in the city, and it must be renewed each year. You should contact local government offices where your LLC is located to understand their licensing and permit rules.
Open business bank accounts
It may feel premature to open a bank account before you start making money, but this is a crucial step in your business for both administration and legal protection.
Because an LLC is considered a separate legal entity, members’ personal assets cannot be used to pay off debts or obligations for the business. However, if it is found that members are not acting like separate entities, this protection can be removed. Combining personal and business bank accounts is a common reason that this happens, and can often lead to you becoming responsible for business debts. Having a checking account for your business allows you to keep these separated and protect personal assets.
When it comes time to file taxes, a dedicated bank account also makes the process much simpler as there is no need to figure out what expenses are actually business-related. Sole proprietors can also choose to have business credit cards or savings accounts set up for their business to make funding easier in the future.
Review LLC tax rules in Wyoming
At the federal level, most LLCs will not be responsible for any taxes. Owners can claim profits and losses on their personal income taxes to avoid corporate tax rates, making it a pass-through entity. The same is true for Wyoming taxes, which are paid as personal taxes. You can choose to have your LLC taxed as a corporation if you prefer, which would lead to a 6% flat rate.
LLCs in Wyoming must file an annual report too. You can find more information about this process, including state filing fees and due dates, on the state website.
Get insurance for your LLC
If your business has two or more employees, not including business owners, Wyoming requires that you have workers’ compensation insurance in place. This coverage acts as protection for employees in the event that they are injured, become ill, or even die as a result of their work.
No other insurance is required for most businesses, but it is considered wise to have some in place. The broadest policies are called general liability insurance, which offers basic protection in the event that your business is sued. General liability insurance is often used in cases where an employee causes property damage or someone suffers an injury on your property.
Certain professional service providers may also want to obtain professional liability insurance. Also known as errors and omissions insurance, this coverage is used if there is an accusation of malpractice or other business errors.
Additional resources to help you set up a business in Wyoming
The Secretary of State’s website acts as a hub for all Wyoming business owners, existing or new, to manage their businesses and find answers to their questions.
Can I be my own Wyoming registered agent?
Yes, any adult with a physical address in Wyoming can be a registered agent. This can be yourself, someone else affiliated with the business, or another person that you trust. The listed agent is a matter of public record.
How much does it cost to start an LLC in Wyoming?
The cost to file Articles of Organization in Wyoming is $100, which must be paid to the Secretary of State during filing. This is the only required fee for formation, but you may need to pay for additional requirements like local licensing or permits.
Does Wyoming need a copy of my LLC’s operating agreement?
No, operating agreements are not required by the state of Wyoming. While it is recommended to have one, it is an internal document that is kept on record by your business for future reference. However, if a dispute is brought to court, your operating agreement will be used as a legal contract.
Do I have to have workers’ compensation insurance for an LLC in Wyoming?
Startups with two or more employees are required in Wyoming to have workers’ compensation insurance in place. This employee count does not include any business owners.
Why is name availability necessary in Wyoming?
All states require businesses to have unique names. In the event a company is sued, it’s important that businesses have distinguishable monikers so the state can reach out to the right business entity.
Are Wyoming LLCs subject to double taxation?
No. Corporations are taxed twice, once at the business level and again as income on the owner’s personal income tax return. LLCs, however, aren’t subject to this tax law, which is a big perk to this type of business structure.
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