WY Advantages

Excellent privacy, low costs, immediate online approval and, of course, personal liability protections. Wyoming, the Cowboy State, can be a hidden gem when it comes to starting a business. With its favorable business environment, diverse opportunities, and competitive advantages over states like California, Texas, and Nevada, it’s a viable choice for incorporation, particularly for those seeking privacy and cost-efficiency.

Despite its rural reputation, Wyoming boasts a thriving business climate. It is actually the first-ever state that allowed LLCs by passing the first in the nation Limited Liability Company Act in 1977. Wyoming was also the first state to pass legislation recognizing the formation of a Decentralized Autonomous Organization (DAO). Wyoming consistently ranks as one of the most tax-favorable states in the nation. It has no corporate and no income tax.

It’s home to industries such as energy, mining, agriculture, and tourism, and is increasingly becoming a hub for technology and innovation. Its infrastructure is well-developed and its regulatory environment is business-friendly, making it an ideal location for both established and startup companies.

Compared to states such as California and Delaware, known for their large economies and vibrant startup scenes, Wyoming offers a private, but no less prosperous, alternative. While Texas and Nevada also offer considerable business opportunities, Wyoming’s low cost of living and doing business, coupled with its strategic location in the heart of the West, give it a unique edge.

One of the primary benefits of incorporating in Wyoming is the personal liability protection it offers. Similar to other states, forming an LLC in Wyoming protects personal assets in the event of business debts or liabilities.

Privacy & Anonymity

One of the key attractions for many companies considering incorporation in Wyoming is the potential for anonymity. The privacy laws in Wyoming make it possible to create anonymous companies, shielding owners and officers from public view. However, it’s essential to note that this anonymity is not automatic and requires use of third-party services.

When forming a company in Wyoming, the use of third-party services, such as attorneys, registered agents or nominee officers and directors, can add an additional layer of privacy. Registered agents can list their contact information on formation documents and other public filings, keeping the names and addresses of the actual owners off public records. Nominee officers and directors can similarly be listed in place of the actual owners on documents like the Annual Report, further enhancing privacy.

So, what exactly becomes public record in the Wyoming corporate database when you form a company? Typically, the information that’s publicly available includes the name of the company, the name and address of the registered agent, principal office address and, in the case of corporations, also the names of the corporation’s officers and directors. However, if you use nominee services, the names listed would be those of the nominees, not the actual owners.

If privacy is a high priority for your business, Wyoming provides the option to use nominee director services to sign and submit your Annual Report. This service keeps your name off the public record, providing an added level of anonymity. Many registered agents in Wyoming offer officer/director nominee services, along with their signature services for company filings. The cost of these services can vary depending on the provider, with some charging as low as $50 to file your Annual Report using their name.

Low Costs

Incorporation and maintenance costs in Wyoming are also among the lowest in the nation. The state’s filing fees are reasonable ($100 for most entities), and there’s no annual report fee for the first year. Only $62 afterwards if you have no assets or employees in Wyoming. Registered agents charge around $50 per year, plus extra $50 to submit Annual Reports listing their names instead of yours.

So, it’s only $100 to form an anonymous WY company and less than $200 per year to maintain it.

No Tax

Furthermore, Wyoming has no corporate or income tax. If your LLC doesn’t do business in the state, you won’t pay any state taxes, though federal taxes still apply. It’s a significant financial advantage that’s hard to overlook.

Unique Entity Types

Close LLC

Wyoming offers unique benefits such as the ability to form a “Close LLC,” designed for small family businesses or closely held companies. This type of LLC has a more relaxed governance structure and fewer formalities, making it an excellent option for certain businesses.

Decentralized Autonomous Organization (DAO)

DAO is an organization run by rules encoded as computer programs known as smart contracts, with decisions made by its members rather than a centralized authority. In 2021, Wyoming became the first U.S. state to allow DAOs to register as a specific type of Limited Liability Company (LLC), known as a DAO LLC. This allows DAOs to have the same legal status and protections as traditional companies while recognizing their unique, decentralized nature. A DAO LLC in Wyoming needs to maintain good standing, file annual reports, and pay necessary fees, similar to a traditional LLC. However, the law also accommodates the unique aspects of DAOs, such as decision-making through blockchain-based voting systems.

Low-profit limited liability company (L3C)

L3C is a business entity that combines the financial advantages of a traditional LLC with the social benefits of a non-profit. Wyoming is one of the states that recognizes this entity. In Wyoming, an L3C is designed primarily to achieve a significant social purpose, with profit generation being secondary. It can attract investments from private foundations for socially beneficial ventures, making it well-suited for social enterprises. However, unlike a non-profit, an L3C does not receive tax-exempt status. The L3C structure isn’t recognized in all states, so multi-state operations should carefully consider their structure. As always, it’s recommended to consult with a legal or business advisor when choosing a business structure.

Immediate Online Approval

In Wyoming, certain types of business filings can be submitted online and receive immediate approval. This online filing process allows for quick and efficient approval, eliminating the need for lengthy processing times associated with paper filings.

When you file online, your business entity is considered active immediately upon successful submission of the required documents and payment. This means that you can start operating your business and conducting transactions right away, without waiting for manual processing or approval from the Wyoming Secretary of State’s office.

Non-Residency is Not an Issue

For international entrepreneurs, Wyoming presents a compelling case. The state doesn’t require residency to form a company, opening up opportunities for people worldwide to take advantage of Wyoming’s business-friendly environment. Whether you’re in the ex-USSR, Europe or the coasts of Asia, you can remotely establish and operate a Wyoming LLC with ease, making it an attractive destination for business incorporation in the United States.

Types of Business Entities in Wyoming

How to choose?

When starting a business in Wyoming, choosing the right entity type is a critical decision that can have long-lasting implications for your business’s structure, liability, taxation, and operations. Wyoming offers a diverse range of entity types, each with its own unique advantages and considerations. Understanding the options available and selecting the entity type that best aligns with your business goals is crucial for success.

To guide you in making an informed decision, here are some general guidelines to consider when choosing the entity type that fits your business best:

1. Business Purpose and Activities: Begin by clarifying the purpose and nature of your business. Are you a for-profit company aiming to raise capital and maximize profits? Or are you a nonprofit organization focused on providing public or mutual benefits? Understanding your core business activities and goals will help you narrow down the suitable entity types available in Wyoming.
2. Liability Protection: Assess the level of personal liability protection you desire. Some entity types, such as corporations and limited liability companies (LLCs), provide limited liability for owners, shielding personal assets from business debts and liabilities. On the other hand, sole proprietorships and general partnerships expose owners to unlimited personal liability.
3. Management and Governance: Consider how you envision the management and governance of your business. Corporations have a clear structure with a board of directors and officers elected by shareholders, while LLCs offer flexibility in management, allowing for member-managed or manager-managed structures. Depending on your preferences and the complexity of your business, different entity types offer varying levels of formality and governance requirements.
4. Taxation: Evaluate the tax implications associated with each entity type. For example, corporations may face double taxation, with both the company’s profits and shareholder dividends being taxed. LLCs, on the other hand, offer pass-through taxation, where the profits and losses flow through to the owners’ individual tax returns. Consider consulting with a tax professional to determine the most advantageous tax structure for your business.
5. Future Growth and Funding: Anticipate your business’s growth trajectory and funding needs. If you plan to raise capital from investors or go public in the future, a corporate structure may be more suitable. However, if you prioritize flexibility, ease of management, and the ability to adapt to changing circumstances, an LLC or partnership structure may be a better fit.
6. Compliance and Formalities: Understand the compliance requirements and formalities associated with each entity type. Corporations, nonprofits, and certain cooperative entities have specific reporting and governance obligations, such as holding annual meetings and maintaining proper records. Evaluate the level of administrative burden you are willing to undertake to ensure ongoing compliance.

Entity Types

1. Profit Corporation: Most commonly formed for raising capital and limiting individual liability, profit corporations have an independent life separate from shareholders. They operate with a board of directors and officers, following regulations outlined in their bylaws. Pros: Allows for raising capital through stock sales, independent existence separate from shareholders, and clear management and regulation through bylaws. Cons: Requires formal corporate governance, such as electing a board of directors and holding annual meetings.
2. Wyoming Statutory Close Corporation: Designed for small businesses or family-owned enterprises, statutory close corporations operate with fewer regulations and formalities, resembling partnerships. They are ideal for businesses with 35 or fewer shareholders. Pros: Appeals to family-owned or small business partnerships by allowing fewer regulations and more informal operations resembling a partnership. Cons: Limited to corporations with 35 or fewer shareholders.
3. Wyoming Nonprofit Corporation: Nonprofit corporations are formed for religious, public benefit, or mutual benefit purposes, and they are not intended for profit. They operate with a board of directors and may apply for federal tax-exempt status under the 501(c)(3) tax code.

• Religious Nonprofit Organizations: Based on faith or religious values (e.g., churches).
• Public Benefit Organizations: Benefit the general population or specific groups (e.g., charities, arts organizations, education).
• Mutual Benefit Organizations: Provide services to a limited number of members (e.g., homeowners’ associations, social clubs, professional associations).
• Pros: Suitable for religious, public benefit, or mutual benefit purposes; ability to apply for federal tax-exempt status under 501(c)(3) tax code.
• Cons: Obligation to adhere to regulations governing nonprofit organizations.

4. Uniform Unincorporated Nonprofit Association: Unincorporated nonprofit associations are formed by two or more consenting members for a common nonprofit purpose. They can acquire, hold, and transfer property, and operate separately from their members in terms of contracts and liabilities. Pros: Allows for forming nonprofit associations for common nonprofit purposes without the need for formal incorporation. Cons: Members may have personal liability.
5. Corporation Sole: A legal entity consisting of a single natural person and a sole office, typically incorporated for religious bodies, churches, parishes, and benevolent institutions to hold real and personal property. Pros: Legal entity consisting of a single natural person and a sole office; suitable for religious organizations and benevolent institutions. Cons: Limited to specific purposes and may not be applicable to all types of businesses.
6. Wyoming Limited Liability Company: Wyoming introduced the unique entity of the Limited Liability Company (LLC) in 1977, blending partnership tax treatment benefits with the protection from personal liability of a profit corporation. LLCs can be member-managed or manager-managed, with their management and activities governed by an operating agreement. Pros: Blends tax benefits of a partnership with personal liability protection of a corporation; flexible management options through member-managed or manager-managed structures. Cons: Requires an operating agreement and adherence to certain formalities.

• Low-Profit Limited Liability Company (L3C): Prioritizes charitable and educational purposes over generating profits.
• Series Limited Liability Company: Allows the designation of multiple series with separate purposes, assets, and rights.
• Close Limited Liability Company Supplement: Restricts transferability of interests, resignation, return of capital contributions, and dissolution.

7. Wyoming Decentralized Autonomous Organization (DAO): Wyoming became the first state to recognize DAOs, which are LLCs utilizing blockchain technology and smart contracts for algorithmic management. DAOs have articles of organization, smart contracts, and may conduct management activities algorithmically, while also having members. A DAO LLC is a unique type of business structure that operates using technology and has a flat organizational structure. Unlike traditional companies with hierarchical organization, a DAO operates on a blockchain platform where participants have equal voting rights. Decision-making within a DAO is often carried out through machine algorithms, reducing or eliminating the need for human intervention after its initial formation. This reliance on smart contracts and automated transactions contributes to the decentralized and autonomous nature of a DAO LLC. The process of forming a DAO LLC is similar to that of forming a conventional LLC. The key difference lies in the inclusion of specific terms in the business name and the indication on the LLC application that the entity will be a DAO LLC. It is important to use the words “DAO” or “LAO” (Limited Autonomous Organization) in the business name to clearly identify the nature of the entity as a DAO. Pros: Recognizes decentralized autonomous organizations (DAOs) that use blockchain technology and smart contracts for management. Cons: Requires adherence to regulations governing DAOs.
8. General Partnership: Created through a contractual understanding between two or more persons or entities, general partnerships operate without separate legal entities. Each partner carries full liability for the partnership’s obligations and debts. Pros: Easy to form without formal requirements; profits and losses shared among partners. Cons: Partners have unlimited personal liability.
9. Limited Partnership: Composed of general partners responsible for day-to-day operations and liability and limited partners with minimal involvement and limited liability, unless they also serve as general partners. Pros: Allows for a combination of general and limited partners; limited partners have limited liability. Cons: General partners have full liability for the partnership’s obligations.
10. Registered Limited Liability Partnership: Provides individual partners protection against personal liability that may occur in situations where a general partner would otherwise be held responsible. Pros: Provides individual partners protection against personal liability beyond their investment. Cons: Requires registration and compliance with specific regulations.
11. Wyoming Statutory Foundation: Combining elements of trust and corporate law, statutory foundations exist as separate entities for lawful purposes. They are distinct from founders, contributors, beneficiaries, and others, with a board of directors managing their affairs. Pros: Combines elements of trust and corporate law; allows for lawful purposes, property management, and regulation. Cons: Limited to specific purposes and may not be applicable to all types of businesses.
12. Wyoming Statutory Trust: Statutory trusts are unincorporated associations created by trust instruments to hold and manage property or conduct business activities for profit, with a trustee managing the trust for the benefit of one or more beneficial owners. Pros: Manages property or carries on business activities for profit; trustee holds assets for the benefit of beneficial owners. Cons: Requires adherence to trust laws and formalities.
13. Sole Proprietorship: An unincorporated business owned and operated by one person, where the owner assumes all financial responsibility. Pros: Simplest form of business ownership; full control over operations and profits. Cons: Personal liability for business debts and obligations.
14. Trade Names: Also known as “DBA” (Doing Business As), trade names allow businesses to operate under names different from their lawful names, enabling sole proprietors to register the names they use for business. Pros: Allows businesses to operate under a name other than their legal name. Cons: Does not provide separate legal entity status.
15. Trademarks and Service Marks: These are identifiable indicators of the source of goods or services. Trademarks and service marks can be federally registered and protect intellectual property rights. Pros: Protects identifiable branding and indicators of the source of goods or services. Cons: Requires registration and adherence to trademark laws.
16. Cooperative Marketing Association: Cooperative marketing associations facilitate the marketing and selling of agricultural products among their members, eliminating speculation and benefiting both producers and consumers. Pros: Facilitates marketing and selling of agricultural products through cooperative efforts. Cons: Limited to agricultural products and specific cooperative purposes.
17. Industrial Corporation: Industrial corporations promote business prosperity and economic welfare in Wyoming, with membership primarily consisting of authorized banks, savings institutions, or insurance companies. They operate under a board of directors. Pros: Promotes economic welfare and business prosperity in Wyoming; governed by a board of directors. Cons: Requires a minimum number of residents of Wyoming and specific membership qualifications.
18. Wyoming Cooperative Utilities: Cooperative utilities are corporations organized for purposes other than profit, such as operating electric, telephone, or television distribution systems primarily for their members. Pros: Organized for purposes other than profit; focuses on utilities for the benefit of its members. Cons: Limited to specific cooperative utility purposes and regulations.

Naming Requirements

In Wyoming, the naming requirements for different entity types are specific. For instance, a Limited Liability Company (LLC) name must contain a form of “LLC”. A corporation name may contain “Inc.” but it is not required to. To make a name distinguishable, one can add at least one distinguishable character such as a numeral, a distinguishable letter, or an additional word. Numerals, Roman Numerals, and number words are considered distinguishable from one another.

However, there are certain words or names that require additional review and may not be filed online. Paper forms containing these words must be mailed to the office, and the filing may be delayed due to the approval process. These words are related to education and banking, among others. Here are some examples:

• Department of Education Approval Required: Academy, College, Edu, Educate, Education(al), Educational, Institute, Institution, School(s), University.
• Division of Banking Approval Required: Bank(s), Banker, Banc, Bancorp, Bancorporation, Banque/Banqe, Banquer(s), Banco/Banca, PTC (Private Trust Company), Trust.

Additionally, business names beginning with the letter “A” or names which contain special characters must be paper filed. If a filer forms a business entity using a name which is not distinguishable, additional paperwork and fees may be required.

You can search for available names here: https://wyobiz.wyo.gov/Business/FilingSearch.aspx

Find a Registered Agent

In Wyoming, all business entities are required to have and continuously maintain a registered agent in the state to accept service of process. Failure to maintain a registered agent can result in the dissolution or revocation of the business entity.

A registered agent can be an individual resident in Wyoming or a business entity (foreign or domestic) authorized to transact business in Wyoming. The registered agent must have a physical address in Wyoming, which cannot be a PO box, drop box, mail forwarding service, UPS store, etc. An individual can serve as the registered agent for a business entity if they are at least 18 years old, reside in Wyoming, and have a physical Wyoming address.

The registered agent’s responsibilities include receiving legal documents if the business is sued and maintaining certain information about the companies they represent on site at the physical Wyoming address. This information includes the names and addresses of key individuals and a communications contact.

If you do not qualify to be the registered agent for your company, you can find a roster of Wyoming Commercial Registered Agents on the Wyoming Secretary of State’s website. Please note that this list is provided as a service to aid prospective business entities in finding a registered agent. It is not a comprehensive list, and some agents may not want their information to be public. This is neither an advertisement nor public endorsement of any agent appearing on this list. It is the business entity’s responsibility to research agents before contracting with one.

If a business entity wishes to change its registered agent, it can do so using the Appointment of New Registered Agent and Office form, which must be signed and mailed to the Wyoming Secretary of State’s office with the appropriate fee.

How to File

Online portal vs paper filing

In Wyoming, Domestic Profit and Nonprofit Corporations, Domestic Limited Liability Companies, and Domestic Limited Partnerships have the option to file online or through paper filing.

If you choose to file online, you can do so through the Wyoming Secretary of State’s website. The online filing process provides immediate confirmation.

If you prefer paper filing, you can find the necessary forms on the Wyoming Secretary of State’s website. Here are the steps to access the forms:

1. Visit the Wyoming Secretary of State’s website.
2. Click on “Forms” at the top of the page.
3. Select “Business” from the dropdown menu.
4. Choose the desired entity type (e.g., Domestic Profit Corporation, Domestic Nonprofit Corporation, Domestic Limited Liability Company, or Domestic Limited Partnership).
5. Select “Wyoming Entities.”

After completing the appropriate form, you can mail it to the Wyoming Secretary of State’s office for processing. Please note that paper filing may take longer than online filing due to the time required for mailing and manual processing.

Filing Fees & Refunds

The filing fee for most entities is $100.00, while for Nonprofit Corporations it is $50.00. For paper filings, payment can be made through check or money order payable to the Wyoming Secretary of State. For online filings, Visa or MasterCard credit cards and Visa or MasterCard authorized debit cards are accepted. Please note that a $2.00 convenience fee will be added to the filing fee for online filings.

The Wyoming Secretary of State’s Office has a specific policy for refund requests related to e-filing. Refund requests must be submitted using the Refund Request Form. All refund requests are reviewed on a case-by-case basis to determine if a refund is warranted. Please note that convenience fees associated with electronically filed documents will not be refunded.

Processing Time

For paper filings, documents are processed in the order in which they were received, and it takes no longer than fifteen (15) business days. Please note that paper filings cannot be expedited. For online filings, the company is active as soon as the online filing process is completed.

Filing Confirmation

For paper filings, the Wyoming Secretary of State’s office will send an email with a copy of the filing, a certificate, and a receipt. For online filings, a copy of the filing, a certificate, and a receipt are available to download immediately after payment.

Maintaining Your Entity

Annual reports are due every year on the first day of the month in which the company was filed. The report will ask for updated mailing and contact information, and may also ask for the value of the assets located in Wyoming and/or Officer/Director information. It’s important to keep these reports up to date to maintain the active status of your entity.

Adopt Operating Agreement or Bylaws

Creating an Operating Agreement for an LLC or Bylaws for a Corporation is a critical step in establishing your business entity in Wyoming. These documents provide a clear framework for the internal management of your company, including the roles and responsibilities of members or directors, voting rights, procedures for meetings, and other operational details.

Operating Agreement for an LLC

An Operating Agreement, while not legally required for an LLC in Wyoming, is highly recommended. It provides clear guidelines on how the business will be run, helps prevent disputes among members, and provides additional legal protection by reinforcing the separation between the business and its owners.

1. Company Structure: Define whether the LLC will be member-managed or manager-managed.
2. Member Roles and Responsibilities: Outline the duties, powers, and responsibilities of each member.
3. Voting Rights and Procedures: Specify how decisions will be made, including the voting rights of each member and the procedures for holding meetings.
4. Capital Contributions: Detail the initial contributions of each member and procedures for future contributions, what percentage vote is required.
5. Profit and Loss Distribution: Describe how profits and losses will be distributed among members.
6. Procedures for Membership Changes: Establish procedures for adding or removing members, and for transferring membership interests.
7. Indemnity/Limitation of Members’ Liability: This clause can protect members from being personally liable for the actions of the LLC. Sample verbiage might be: “Except as otherwise expressly provided by law, a member’s liability shall be limited to the amount of capital that the member has agreed to contribute.”
8. Profit and Loss Distribution: Profits and losses can be distributed differently from percentages of ownership if stated in the Operating Agreement. For example: “Notwithstanding the members’ respective percentages of ownership, profits and losses shall be allocated as follows…”
9. Right of First Refusal: This provision allows existing members to purchase the interest of a departing member before it’s offered to an outside party. Sample language might be: “Before a member may sell their interest to a non-member, such interest must first be offered to the existing members on the same terms.”
10. Anti-Dilution Provisions: These protect members from having their ownership percentages diluted by the issuance of additional membership interests. An example might be: “No additional membership interests shall be issued without the unanimous consent of the existing members.”

Bylaws for a Corporation

Bylaws are legally required for corporations in Wyoming. They provide the framework for the corporation’s governance and operations:

1. Board of Directors: Outline the size of the board, how directors are elected, their terms of office, and their roles and responsibilities. Wyoming law requires corporations to have at least one director.
2. Shareholder Meetings: Detail when and how regular and special shareholder meetings will be held, and the procedures for voting.
3. Officers: Define the officers of the corporation, their duties, and the process for their appointment and removal.
4. Stock: Describe the types of stock (voting/nonvoting, common/preferred) the corporation can issue, rights of shareholders, and procedures for transferring shares.
5. Indemnification: This clause can protect directors and officers from personal liability for actions taken on behalf of the corporation. Sample verbiage might be: “The corporation shall indemnify its directors and officers to the fullest extent permitted by law.”
6. Profit Distribution: Bylaws can specify that dividends are distributed differently from percentages of ownership. For example: “Dividends shall be distributed among the shareholders as determined by the Board of Directors, irrespective of their respective percentages of ownership.”
7. Right of First Refusal: This provision allows existing shareholders to purchase the shares of a selling shareholder before they’re offered to an outside party. Sample language might be: “Before a shareholder may sell their shares to a non-shareholder, such shares must first be offered to the existing shareholders on the same terms.”
8. Anti-Dilution Provisions: These protect shareholders from having their ownership percentages diluted by the issuance of additional shares. An example might be: “No additional shares shall be issued without the unanimous consent of the existing shareholders.”
9. Record Keeping: Specify the records that the corporation must maintain and how they can be accessed by shareholders.
10. Amending Bylaws: Establish the process for amending the bylaws.

Other Post-Incorporation Steps

Incorporating a business in Wyoming is just the first step in a series of actions that need to be taken to ensure your business is legally compliant and ready to operate. After incorporation, there are several post-incorporation steps that need to be taken.

Obtaining an Employer Identification Number (EIN)

One step after incorporation is to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This is essentially a social security number for your business and is required for tax purposes. You can apply for an EIN online through the IRS website. The process is free and typically takes only a few minutes.

Opening a Business Bank Account

Once you have your EIN, you can open a business bank account. This is crucial for keeping your business finances separate from your personal finances, which is important for maintaining the liability protections of your corporation. To open a business bank account, you will typically need your EIN, your articles of incorporation, and a resolution identifying authorized signers if those names are not listed in the articles. If you’re a nonresident of the USA, many banks offer the option to open a business bank account remotely. It’s advisable to research and choose a bank that fits your business needs.

Filing Annual Reports & Privacy Considerations

The report is due on the first day of the month in which the company was incorporated. For LLCs, the report will ask for updated mailing and contact information, and, in the case of corporations, Officer/Director information. So, if privacy is important, then you have an option to use nominee director services to sign and submit your Annual Report, so that your name is off public record. Some registered agents also provide officer/director nominee and signature services for WY companies.

Annual reports for businesses registered and active in Wyoming can be filed using the Annual Report Wizard. The due date of the report is the first day of the anniversary month of formation, with the exception of Statutory Trust Annual Reports, which are due by January 1 each year.

The information needed to file includes the Secretary of State Filing ID, the names and addresses of the officers and directors for corporations, and current financial information for some entities. Payment for electronic filing can be made via Visa or MasterCard credit or debit cards.

The information provided should be current as of the date the Annual Report is submitted. Additional fees apply for e-filing, with a convenience fee based on the total amount of the license tax. However, those who do not wish to file online can print and mail the report at no extra cost.

Amendments to the Annual Report can be made by completing and submitting a Change of Officers/Directors form. For other changes, the Business Division should be contacted directly.

Obtaining Necessary Business Licenses

Depending on the nature of your business, you may need to obtain one or more business licenses or permits. These could be federal, state, or local permits and licenses, depending on your business activities and location. For example, if you’re opening a restaurant, you’ll need health permits, building permits, signage permits, etc. You can check with the Wyoming Business Council or a local city or county clerk’s office to find out what licenses and permits you need.

Insurance

While corporate veil that your WY company provides is a sort of “insurance” for personal asset protection, obtaining business insurance can provide additional coverage for various aspects of your business. Here are some standard insurance plans to consider for your Wyoming business:

1. Workers’ Compensation Insurance: Wyoming law mandates that all employers carry workers’ compensation insurance. This insurance covers employees in the event of work-related injuries or illnesses. It helps cover medical expenses, disability benefits, and lost wages for employees who suffer from job-related incidents.
2. General Liability Insurance: Although not legally required in Wyoming, general liability insurance is highly recommended. It provides coverage for financial losses resulting from property damage or injuries to third parties, such as customers or visitors. This coverage is particularly important if you rent office space, a storefront, or a warehouse, as landlords often require it.
3. Professional Liability Insurance: Also known as errors and omissions insurance, professional liability insurance is crucial for businesses that provide high-competency professional services like law or accounting. It protects against financial losses resulting from claims of negligence, errors, or omissions in providing professional services. For example, if a customer suffers harm due to a mistake made by an accountant, professional liability insurance can cover potential damages.

In addition to these standard insurance options, it is advisable to consult the federal Small Business Administration (SBA) for a comprehensive list of insurance policies that may be relevant to your specific Wyoming business. The SBA can provide guidance on industry-specific insurance needs and help you identify any additional coverage required for your business operations.

Annual Report & License Tax

Wyoming does not have a state income tax. However, depending on your business activities, you may need to register for other state taxes, such as sales and use tax or unemployment insurance tax. You can register for these taxes through the Wyoming Department of Revenue or the Wyoming Department of Workforce Services, respectively.

In Wyoming, to maintain good standing, all business entities, both domestic and foreign, are required to file an annual report and pay a fee. The fee is based on the entity’s assets located and employed in Wyoming, or a flat filing fee is assessed. The due date for the annual report is based on the anniversary month of the entity’s formation. For example, if your business was registered on January 15th, your annual report would be due on January 1st of each year.

If your business entity has no assets located and employed in Wyoming, the annual license tax fee would be the minimum amount, which is $60. This applies to domestic and foreign profit corporations, limited liability companies, limited partnerships, and registered limited liability partnerships. This fee is due annually on the first day of the month in which your business was incorporated or registered in Wyoming. If you fail to file the annual report within 60 days following the due date, your entity will be deemed delinquent and may be administratively dissolved.

Statutory Trusts are an exception and must file an annual report on or before January 2nd of each year, regardless of their formation or qualification date. An annual report can be filed up to 120 days before its due date.

The annual license tax for domestic and foreign profit corporations, limited liability companies, limited partnerships, and registered limited liability partnerships is $60 or two-tenths of one mill on the dollar ($.0002), whichever is greater. For example, an entity with $200,000 in assets located and employed in Wyoming would pay a tax of $60. An entity with $1,210,000 in assets would pay a tax of $242 ($1,210,000 x .0002 = $242).

Nonprofits, Statutory Trusts, and Statutory Foundations have different fee structures. Nonprofits are required to pay an annual report fee of $25, while Statutory Trusts and Statutory Foundations pay a fee of $100. These entities are not required to provide information on their assets located and employed in Wyoming.

Annual reports can be filed online using Visa or Mastercard credit cards or authorized debit cards. However, if your annual report fee is greater than $500, e-filing is not permitted.

To amend an annual report, for changes to officers and/or directors of a profit or nonprofit corporation, an Update of Officers/Directors form can be submitted. This form can only be used if an annual report is currently on file. For all other changes, you should contact the Business Division at Business@wyo.gov.

The Wyoming Secretary of State’s office sends courtesy email reminders 60, 30, and 10 days prior to a business entity’s annual report due date. If the annual report is not filed within 60 days following the due date, the entity will be administratively dissolved.

Additional Resources

• Department of Revenue (Sales and Use Tax) Ph. 307.777.5200 or: dor_taxablity@wyo.gov
• Department of Workforce Services (Workers’ Compensation and Unemployment Insurance)
  Ph. 307.777.8650
• Internal Revenue Services (Tax ID / EIN)
• Wyoming Small Business Development Center (SBDC): The Wyoming SBDC provides free one-on-one consulting services to entrepreneurs and small business owners. They offer guidance on business planning, marketing, financial management, and more. Visit their website at Wyoming SBDC to access their resources and schedule a consultation.
• Wyoming Business Council: The Wyoming Business Council is a state agency that offers various resources and programs to support economic development and entrepreneurship in Wyoming. Their website provides information on funding opportunities, business incentives, workforce development, and community resources. Visit their website at Wyoming Business Council to explore their offerings.

General Resources for Starting a Business in the USA:

• U.S. Small Business Administration (SBA): The SBA is a federal agency that offers resources, financing programs, and guidance for entrepreneurs across the country. Their website provides valuable information on business planning, funding options, legal requirements, and more. Visit the SBA website at U.S. Small Business Administration for a wealth of resources.
• SCORE: SCORE is a nonprofit organization that provides free mentoring services and educational resources to entrepreneurs. Their network of volunteer business experts offers guidance on various aspects of starting and growing a business. Visit the SCORE website at SCORE to find a mentor and access their educational materials.

Conclusion

In conclusion, starting a company in Wyoming offers numerous advantages that make it an attractive choice for entrepreneurs and business owners. The state’s favorable business environment, competitive advantages over other states, and unique features set it apart as a viable location for incorporation.

Privacy is a significant advantage of starting a company in Wyoming. The state’s corporate database only lists the registered agent’s information, keeping the names of company members and managers private. This level of anonymity is crucial for those who prioritize privacy and confidentiality.

Another key benefit is the low cost of starting and operating a business in Wyoming. The incorporation costs are among the lowest in the nation, and there is no annual report fee for the first year. Additionally, Wyoming has no corporate income tax, offering significant financial advantages to businesses operating within the state.

Wyoming’s business-friendly regulatory environment and well-developed infrastructure make it an ideal location for both established companies and startups. The state is home to various industries, including energy, mining, agriculture, tourism, and technology, providing diverse opportunities for business growth and development.

When it comes to choosing the right entity type for your business, Wyoming offers a wide range of options. Whether you’re looking to form a corporation, LLC, partnership, or nonprofit organization, Wyoming’s flexible business laws and entity structures can accommodate your specific needs and goals.

For international entrepreneurs, Wyoming’s non-residency requirement is particularly appealing. You can establish and operate a Wyoming LLC remotely, regardless of your location, making it an attractive destination for business incorporation in the United States.

When starting a business in Wyoming, it’s essential to consider factors such as business purpose and activities, personal liability protection, management and governance preferences, taxation implications, future growth and funding plans, and compliance requirements. Understanding these factors will help you choose the most suitable entity type that aligns with your business goals.

To ensure the smooth operation of your business, it’s crucial to maintain your entity by filing annual reports, obtaining necessary licenses and permits, and complying with state tax obligations. By staying compliant and up-to-date with these requirements, you can enjoy the benefits and protections that come with operating a business in Wyoming.

In summary, Wyoming offers a favorable business environment with advantages such as privacy, low cost, personal liability protection, and a range of entity options. Entrepreneurs and business owners can leverage these benefits to establish and grow their businesses successfully in the Cowboy State.

FAQ

What are the advantages of forming a company in Wyoming, especially for nonresidents?

Wyoming offers several advantages for nonresidents looking to form a company. First, Wyoming does not require company owners to be U.S. citizens or residents. This makes it an attractive option for nonresidents.

Second, Wyoming has strong privacy protections. The state does not require member or manager information to be listed on public documents for LLCs, providing a level of anonymity.

Third, Wyoming has no state income or corporate tax. This can be a significant advantage for businesses, as it can reduce overall tax liability.

Fourth, immediate online approval.

Fifth, Wyoming law provides strong protections against creditors for LLC members. Wyoming was the first state to allow the formation of LLCs and has a long history of case law upholding these protections.

Finally, low filing and ongoing maintenance fees.

So, nonresidents can fully own a Wyoming LLC or Corporation without any restrictions. This means that nonresidents can enjoy the benefits of Wyoming’s favorable business laws, including strong asset protection, no state income tax, and a high level of privacy. However, owning a Wyoming LLC or Corporation as a nonresident also comes with certain responsibilities. The company must maintain a registered agent with a physical address in Wyoming, file an annual report with the Wyoming Secretary of State, and comply with any relevant U.S. federal tax laws. Furthermore, nonresidents should be aware of any tax obligations in their home country related to their ownership of a U.S. company. Some countries tax worldwide income, and there may be reporting requirements related to foreign-owned assets. It’s advisable to consult with a tax professional who is familiar with both U.S. and international tax law to understand these implications.

Can nonresidents serve as their own registered agent in Wyoming?

No, nonresidents cannot serve as their own registered agent in Wyoming. A registered agent must be a resident of Wyoming or a business entity authorized to do business in Wyoming, and must have a physical address in the state. The role of the registered agent is to accept legal documents and service of process on behalf of the business. If you are a nonresident, you will need to appoint a registered agent who meets these requirements.

How can nonresidents manage their Wyoming company if they don’t live in the U.S.?

Nonresidents can manage their Wyoming company remotely, thanks to modern technology. Board meetings can be held virtually, and many business tasks can be accomplished online. However, it’s important to have a reliable registered agent in Wyoming to handle any legal documents or service of process. Additionally, nonresidents should ensure they are complying with any tax and reporting requirements in their country of residence related to their U.S. business.

How long does it take to form a business entity in Wyoming?

The timeframe for forming a business entity in Wyoming depends on the type of entity and the filing method used.

For domestic business entities that can file online, the process is typically immediate. When you file online, the business entity is considered active immediately upon successful submission of the required documents and payment.

However, for out-of-state entities filing a Certificate of Authority, Articles of Continuance, or Articles of Domestication, the application and filing fee must be submitted through the mail. In such cases, the documents received by mail are reviewed by the Wyoming Secretary of State’s Business Division in the order they are received.

The maximum processing time for documents received through the mail is fifteen (15) business days. It’s important to note that this processing time is an estimation and can vary depending on the workload of the Business Division. Currently, the Business Division does not offer expedited services, so all applications are processed within the standard timeframe.

If I am doing business in Wyoming and I am incorporated in another state or jurisdiction, do I need to qualify to do business in Wyoming?

Yes, according to Wyoming law, if you are conducting business in Wyoming and your company is incorporated in another state or jurisdiction, you are required to qualify to do business in Wyoming. This involves completing and filing a Certificate of Authority Application form with the Wyoming Secretary of State’s Business Division. The form can be accessed on the Secretary of State’s website.

If I am an out-of-state entity doing business in Wyoming without authority from the Secretary of State, will I be penalized?

Yes, if your business entity is conducting business in Wyoming without the necessary authority from the Secretary of State, you will be subject to penalties. The penalties include a monetary penalty of $5,000, fees and license taxes owed, plus interest of eighteen percent (18%) for the period during which your entity transacted business in Wyoming without a certificate of authority. In addition, you may be responsible for reasonable audit expenses and reasonable attorney fees.

What if I am incorporated in another state and want to do business in Wyoming?

If your company is incorporated in another state and you intend to conduct business in Wyoming, you must file an Application for Certificate of Authority form with the Wyoming Secretary of State’s Business Division. The form can be accessed on the Secretary of State’s website. By filing this application, you are seeking authorization to legally operate your out-of-state entity in Wyoming.

What are the reporting requirements for Wyoming companies?

All Wyoming companies are required to file an annual report. The report is due on the first day of the month of the anniversary of the company’s formation. The report must include updated contact information and a statement of assets located and employed in Wyoming. The fee for the report is based on the company’s assets in Wyoming, with a minimum fee of $60.

Can a nonresident open a bank account for a Wyoming company?

Yes, a nonresident can open a bank account for a Wyoming company. However, the requirements to open a business bank account can vary by bank. Some banks may require the account holder to visit the bank in person, while others may allow the process to be completed remotely. It’s recommended to research banks and their requirements before attempting to open an account.

What is the process to dissolve a Wyoming company?

Dissolving a Wyoming company involves several steps. First, the company must hold a vote with its owners or board of directors to approve the dissolution. The specific requirements for this vote depend on the company’s bylaws or operating agreement.

Once the dissolution is approved, the company must file Articles of Dissolution with the Wyoming Secretary of State. There is a filing fee associated with this form. The company must also settle any debts or liabilities, and distribute its remaining assets to its owners.

After the Articles of Dissolution are filed, the company is officially dissolved. However, the company may still need to file a final tax return and take care of other closing tasks.

Do nonresidents need a U.S. Social Security Number or Individual Taxpayer Identification Number (ITIN) to form a company in Wyoming?

No, nonresidents do not need a U.S. Social Security Number or ITIN to form a company in Wyoming. However, they will need an Employer Identification Number (EIN) from the IRS for tax purposes. The IRS does allow nonresidents to obtain an EIN. The process can be completed online or by mail.

Can a nonresident be a director or officer of a Wyoming corporation?

Yes, a nonresident can be a director or officer of a Wyoming corporation. Wyoming does not have any residency requirements for directors or officers. This means that nonresidents can hold these positions, and can manage the corporation from outside the U.S.

What types of businesses can nonresidents form in Wyoming?

Nonresidents can form several types of businesses in Wyoming, including corporations, limited liability companies (LLCs), and partnerships. Each type of business has its own advantages and disadvantages, and the best choice depends on the individual’s specific circumstances and goals. It’s recommended to consult with a business advisor or attorney to determine the best type of business for your needs.

How does a foreigner handle U.S. federal taxes for a Wyoming company?

While Wyoming does not have a state income tax, U.S. federal income tax still applies. The tax obligations for a Wyoming company owned by a nonresident depend on the type of business and the nature of its income.

For example, if the company is an LLC and its income is effectively connected with a U.S. trade or business, then it may be subject to U.S. federal income tax. The company may also need to withhold tax on certain types of income paid to the nonresident owner, such as dividends or interest.

In addition, the nonresident owner may have filing requirements with the IRS, such as Form 5472 for foreign-owned LLCs or Form 1040-NR for nonresident aliens with U.S. source income.

Given the complexity of U.S. federal tax law, it’s highly recommended to consult with a tax professional who is familiar with the tax obligations of nonresidents owning U.S. companies.

What are the steps for a nonresident to sell or transfer ownership of a Wyoming company?

Selling or transferring ownership of a Wyoming company involves several steps. First, the owner must find a buyer or transferee and negotiate the terms of the sale or transfer. This process may involve drafting a purchase agreement or other legal documents.

Once the terms are agreed upon, the owner must update the company’s records to reflect the change in ownership. For an LLC, this typically involves updating the membership ledger and possibly amending the operating agreement. For a corporation, this may involve issuing new stock certificates and updating the stock ledger.

If the company has multiple owners, the sale or transfer may also need to be approved by the other owners, depending on the terms of the operating agreement or bylaws.

Finally, the owner should notify the Wyoming Secretary of State of the change in ownership. This is typically done by filing an annual report, although other filings may be required depending on the circumstances.

It’s advisable to consult with a business attorney to ensure that all legal requirements are met when selling or transferring ownership of a Wyoming company.

What are the requirements for maintaining a Wyoming company as a nonresident?

Maintaining a Wyoming company as a nonresident involves several ongoing requirements. First, the company must maintain a registered agent with a physical address in Wyoming. This agent is responsible for receiving legal documents and service of process on behalf of the company.

Second, the company must file an annual report with the Wyoming Secretary of State. This report is due on the first day of the month of the anniversary of the company’s formation. The report must include updated contact information and a statement of assets located and employed in Wyoming. The fee for the report is based on the company’s assets in Wyoming, with a minimum fee of $60.

Third, the company must comply with U.S. federal tax laws. This may involve filing a tax return with the IRS, withholding tax on certain types of income, and meeting other reporting requirements.

Finally, the company must comply with any other relevant Wyoming laws and regulations. This may include obtaining necessary business licenses or permits, maintaining proper business records, and following the rules set out in the company’s operating agreement or bylaws.

Can a foreigner work for their Wyoming company while in the U.S. on a tourist visa?

Generally, nonresidents in the U.S. on a tourist visa (B-1/B-2 visa) are not allowed to engage in gainful employment. This means that they cannot perform work for which they receive compensation while in the U.S.

However, they may engage in certain business activities related to their foreign business, such as attending meetings, negotiating contracts, or attending a conference. If the nonresident owns a Wyoming company, they may be able to engage in these types of activities for their company while in the U.S. on a tourist visa.

How can a nonresident protect their personal assets from liability related to their Wyoming company?

One of the main advantages of forming a company, such as an LLC or corporation, is that it provides a shield between the owners’ personal assets and the company’s liabilities. This means that if the company incurs debts or is sued, the owners’ personal assets are generally protected.

However, this protection is not absolute. There are situations where a court may “pierce the corporate veil” and hold the owners personally liable. To maintain this protection, the owners must treat the company as a separate legal entity. This involves keeping separate financial records, not commingling personal and business funds, and properly maintaining the company’s legal status, such as filing annual reports and paying necessary fees.

It’s also important to have adequate insurance to cover potential liabilities related to the company’s operations. Nonresidents should consult with a business attorney and insurance professional to understand how to best protect their personal assets.

Can a nonresident convert their existing business into a Wyoming company?

Yes, a nonresident can convert their existing business into a Wyoming company. The specific process and requirements for conversion depend on the type of business entity and the laws of the jurisdiction where the business is currently registered.

For example, if the existing business is a foreign LLC, it may be possible to convert it into a Wyoming LLC by following the conversion procedures outlined in the home jurisdiction and complying with the conversion requirements of the Wyoming Secretary of State. This typically involves filing conversion documents and paying any applicable fees.

It’s important to note that the conversion process can be complex, and it’s advisable to seek guidance from a business attorney who is familiar with both the jurisdiction where the business is currently registered and Wyoming law.

Does my business need to comply with Wyoming’s Securities Laws?

Yes, businesses operating in Wyoming must comply with Wyoming’s Securities Laws. All securities, including limited partnership interests, must be cleared for sale or be exempt from registration under Wyoming’s Uniform Securities Act (W.S. 17-4-201 or 17-4-301) before being sold to residents in the state. It is important to ensure that your business is in compliance with these laws to avoid any legal issues related to the sale of securities. For more information and guidance on compliance, you can contact the Compliance Division of the Wyoming Secretary of State’s office.