If you’re looking for a reliable DIY guide for starting an LLC in Wyoming, look no further.
Below you’ll find all the information you need to launch your business and handle any associated costs.
Follow each step carefully and your LLC will be established and ready to hit the ground running. We’ve also included helpful resources along the way.
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Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your Wyoming LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
Take a look at Section 17-29-108 of the Wyoming LLC Act. Here, you’ll find rules and requirements for LLC names. To start, your name must include the terms “Limited Liability Company,” “Limited Company,” “L.L.C., “LLC,” “L.C.,” or “LC.” And be careful, because there are certain words that are restricted or prohibited for use (find them here). Additionally, your name shouldn’t be misleading. For example, if you run a florist, your name shouldn’t be “ABC Auto Mechanics.”
Lastly, but perhaps most importantly, your name must be distinguishable from every other name registered or reserved with the Wyoming Secretary of State.
But “distinguishable” often has different meanings in different states. So, what about Wyoming? The following are not considered distinguishable features:
- Business type indicators like LLC or Ltd. For example, changing the name from New Company Ltd. to New Company LLC will not distinguish it.
- Special Characters
- Singular, plural, or possessive forms of the same word
So, if your business name is unavailable, you must include or change at least one distinguishable character or keyword to make it unique.
Consider this: your friend Fanny wants to open a flower shop in Cody, Wyoming. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Secretary of State’s Business Entity Search to see if there’s an existing business using your desired name.
Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.
Optional: Name Reservation
You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Wyoming for a total of 120 days.
Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold by sending an Application for Reservation of Name and a $50 payment to:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
There’s no option to file online – you’ll need to send this form by mail. Typical processing time is 3-5 business days, so that name will be all yours within a week. This service is only useful if you still need time to start your LLC. If your business is ready to go, you’re better off filing the Articles of Organization right off the bat.
Step 2: Choose a Registered Agent
Fanny’s LLC is quickly taking shape, and if it’s going to operate in Wyoming, she’ll need a go-between for state and legal communications. This is called the registered agent.
A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required. The Wyoming Secretary of State says that “all business entities filed in Wyoming shall have and continuously maintain in this state a registered agent to accept service of process.”
Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Wyoming.
Now for the practical application, the “how-to.” When you’ve decided on a registered agent, include their name and address on your Articles of Organization. Don’t do this, however, without first making them aware of it. The agent must approve the appointment by signing a Consent to Appointment by Registered Agent form, which you will submit with the Articles of Organization.
You have two options for who can serve as a registered agent: an individual or a company.
Individual as Registered Agent
You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they are a resident of Wyoming, have a physical address in the state, and are at least 18 years old. You can even serve as your own LLC’s agent, provided you meet these requirements.
Registered Agent Service
It can be a lot easier, though, to use an LLC formation service like ZenBusiness (or even IncFile and Northwest Registered Agent), so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your LLC on your own, you can use a national registered agent service to cover your agent duties.
NOTE: During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Wyoming Secretary of State, giving it the authorization to commence business in the state.
You can file the Articles of Organization online and as a hard copy, so whether you like the ease of digital filings or the reliability of a paper trail, there’s an option for you. For either method, the filing fee is $100, payable by card or check.
This is the quickest way to file, as digital forms are processed immediately. Get started on this page. Keep in mind that you’ll incur an additional $2 filing fee for online processing.
Hard Copy Filing
Complete the application in its entirety and include a $100 check made out to the Wyoming Secretary of State. Then, mail or hand-deliver it to:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
Hard copies are processed 3-5 business days after they’re received. Once your file the Articles of Organization, your LLC is official and you can get your business activities underway.
Step 4: Create an LLC Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
You’re not technically required to adopt an operating agreement in Wyoming, but given that it provides both stability for your company and legal protection for your personal assets, you should think long and hard before proceeding without one.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend getting one through ZenBusiness, which includes a free LLC operating agreement with every package. This will save you a lot of time and money.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Articles of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Wyoming LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
But as a Wyoming LLC, you’re in luck! That’s because Wyoming doesn’t have personal or corporate income taxes. But while you avoid most state taxes, your LLC will be required to pay an annual license tax along with its annual report (see below). The license tax is the greater of either $50 or $0.0002 per dollar of business assets. Visit the Secretary of State’s FAQ page for more information.
And you’re not out of the woods yet. Your LLC may owe certain circumstantial taxes as well. For example, if you have employees, you will need to register for the Unemployment Insurance Tax through the Department of Workforce Services. Or, if you sell merchandise, you will owe a Sales Tax and a Use Tax through the Department of Revenue.
Plus, depending on your LLC’s location, it may owe a local tax to the city, municipality, or county where it resides. Consult your local government’s website to find out.
The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
For example, grocery stores need to apply for a Food Service License before they can sell products. And if she’s selling flowers and other plants, our friend Fanny would need to apply for a Nursery Dealers Licence. Take a look at the Wyoming Permitting and Licensing Guide to determine which licenses your LLC might need.
Certain cities and counties require their own specific licenses on top of any state ones, so you should also check with your local government.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when you’re rolling along and things are moving 100 miles per hour, don’t forget that Wyoming requires all of its businesses to submit one important recurring filing: the Annual Report.
Your Annual Report is due on the first day of your LLC’s anniversary month (the month in which it was formed). So, if your initial filing date is September 10, your Annual Report would be due on September 1.
The easiest way to find your due date is by searching your LLC name using Wyoming’s business entity database.
Along with your report, you will need to pay an Annual License Tax (see the “Taxes” section). There is no fee to submit the Annual Report itself, only the tax. Seriously, don’t forget about the Annual Report and accompanying tax, as consequences for missing one can be dire. If your report is over 60 days late, the state can administratively dissolve your LLC.
Submit your Annual Report online through the Secretary of State website. Prefer a paper form? You will need to access the Annual Report electronically, print it, then mail it to:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Wyoming LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.