Sergei Tokmakov, Esq. · CA Bar No. 279869 · licensed since 2011
Business formation · Wyoming structuring

Wyoming LLC, Holding Company, and Asset Protection Trust Package

A Wyoming entity structure built for founders, investors, and online business owners who want privacy, charging-order protection, and a clean holding layer over their operating businesses, IP, and investments, without pretending it erases their home-state tax or liability.

From $500 LLC formation· holding company $1,000–$1,500 · trust planning $2,000+
Request a Wyoming structure review See packages & pricing
⚖ California attorney, Bar No. 279869 ⚡ Direct attorney access, no intake team 📝 Flat fees, scope in writing
Sergei Tokmakov, Esq., California attorney
Flat-fee packages

Pick the layer you actually need

Most people need less than the internet tells them. I price in three tiers so you do not pay trust-level fees for a single-LLC problem. State filing fees and the registered-agent fee are separate and paid to those providers, not to me.

Tier 1 · Formation
$500 flat
plus state filing & registered-agent fees (paid to those providers)
  • ✓ Wyoming LLC formed (Articles of Organization)
  • ✓ Single- or multi-member operating agreement
  • ✓ Initial resolutions and member/manager setup
  • ✓ EIN application guidance
  • ✓ Plain-English memo on what to keep private vs. public
Start Tier 1 intake
Most common
Tier 2 · Holding company
$1,000–$1,500
scoped to the number of entities and the operating-agreement complexity
  • ✓ Everything in Tier 1, for the holding entity
  • ✓ Holding-company operating agreement with control, distribution, and transfer terms
  • ✓ Coordination with one or more operating entities or subsidiaries
  • ✓ Membership-interest and IP contribution / assignment documents
  • ✓ Structure memo, including the California overlay for your facts
Request a quote & intake
Tier 3 · Trust / entity planning
$2,000+
custom; quoted after intake because facts drive scope and coordination
  • ✓ Entity-planning across LLC, holding company, and trust
  • ✓ Asset protection trust coordination with a qualified Wyoming trustee
  • ✓ Funding and assignment roadmap for the trust and entities
  • ✓ Home-state conflict-of-laws and tax-coordination analysis
  • ✓ Written plan you can hand to a trustee, CPA, or local counsel
Start intake for a custom quote
Not ready to build? Why Tiers 2 and 3 are quoted from intake, and how to get advice first +

Prefer to talk it through before committing to a build? A $240 written structure review or a $400 strategy session applies the same analysis to your specific facts. Tiers 2 and 3 are quoted from intake, not bought off the shelf, because the right structure depends on what you own and where you live.

When a Wyoming structure earns its keep

Six reasons people use Wyoming

Use cases The six situations where a Wyoming structure earns its keep, and the limits of each +

The situations where the structure does real work. If none describe you, a simpler home-state entity may be the better call, and I will tell you so.

  • Asset separation. Keep operating risk away from savings, real estate, and investments by holding them in separate entities rather than one exposed bucket.
  • Holding company. A parent entity owning operating subsidiaries, with clean ownership, distribution, and transfer terms in one operating agreement.
  • Privacy is not anonymity. Wyoming generally does not list members or managers in the public Articles, so ownership is not searchable in the basic state record. But banks, the IRS, beneficial-ownership reporting, courts, and counterparties can still require disclosure of who owns and controls the entity.
  • Charging-order protection. Wyoming limits a member's personal creditor to a charging order, including for single-member LLCs, rather than letting the creditor seize the company. It does not shield the company from its own contracts and torts, and it does not stop veil-piercing.
  • IP holding. Park trademarks, code, or content in a holding entity that licenses to the operating business, so the asset survives if the operating company gets sued.
  • Online business. Remote founders and creators who are not physically rooted in one state often want a stable, low-friction home for the entity and its accounts.
Scope, in plain terms

What I do, and what needs a Wyoming registered agent, trustee, or local counsel

I am a California attorney. I draft and structure; a Wyoming registered agent, a qualified Wyoming trustee, your CPA, and where needed Wyoming local counsel are separate roles I coordinate with. Drawing that line up front is the whole point.

Scope Exactly what I handle, and what needs an agent, trustee, CPA, or local counsel +

✓ I handle the structure and the documents

Recommend the right layer for your facts, form the Wyoming LLC, draft the operating agreement and contribution/assignment documents, give EIN guidance, and analyze your California or home-state exposure.

! Others handle agent, trustee, tax, and renewals

A Wyoming registered agent, a qualified Wyoming trustee, your CPA, and (where needed) Wyoming local counsel are separate roles. I coordinate the documents with whoever you appoint.

Detail Everything I do for you, line by line +
  • Recommend the right structure (single LLC, holding company, or trust-coordinated plan) for your facts.
  • Prepare and file the Wyoming LLC formation documents.
  • Draft the operating agreement, resolutions, and contribution / assignment documents.
  • Give EIN application guidance and a private-vs-public information memo.
  • Analyze your California (or other home-state) registration and tax exposure.
  • Coordinate the legal documents with a trustee, CPA, or local counsel you engage.
Detail What requires someone other than me +
  • Registered agent: Wyoming requires a registered agent in the state. I am not your registered agent; you engage a Wyoming agent service.
  • Trustee: a Wyoming asset protection trust needs a qualified Wyoming trustee. The settlor cannot serve as sole trustee, and I do not act as trustee.
  • Wyoming local counsel: if a matter requires a Wyoming-licensed opinion or appearance, that is Wyoming counsel, not me.
  • Tax filing and advice: entity and trust tax returns and detailed tax planning are your CPA's role; I flag the issues and coordinate.
  • Ongoing compliance: annual reports and registered-agent renewals are recurring obligations you maintain after the build.
No-guarantee note What no structure can promise +

I do not guarantee a particular asset-protection or tax outcome. Structures reduce and organize risk; they do not make assets untouchable, and a court can look through a structure that is misused, undercapitalized, or set up to defeat a creditor who already exists.

The part most websites skip

The California overlay: forming in Wyoming does not delete California

If you live in California, manage the business from California, or do business in California, a Wyoming entity usually does not escape California registration or the $800 minimum franchise tax. This is the single most common and expensive misunderstanding, so I put it front and center.

Foreign-entity registration

A Wyoming LLC doing business in California generally must register as a foreign LLC; operating unregistered adds penalties.

The $800 minimum tax

An LLC doing business in or registered in California generally owes the annual minimum franchise tax (commonly $800), plus an LLC fee on California-source receipts.

Managed or controlled from California

Being commercially domiciled or actively transacting in California can pull a Wyoming entity into the tax net, even without a storefront.

Verify the rule The "doing business" standard and the indexed thresholds +

California Revenue & Taxation Code section 23101 defines "doing business" as "actively engaging in any transaction for the purpose of financial or pecuniary gain or profit." Beyond that general test, a taxpayer is treated as doing business in California if any of these is true:

  • the taxpayer is organized or commercially domiciled in California;
  • California sales exceed the lesser of a set dollar amount or 25% of total sales;
  • California real and tangible personal property exceeds the lesser of a set dollar amount or 25% of the total; or
  • California compensation paid exceeds the lesser of a set dollar amount or 25% of the total.

The dollar thresholds (with base figures in the range of $500,000 of sales and $50,000 of property or payroll) are indexed annually by the Franchise Tax Board, so the current numbers move each year. I confirm the operative figures for your year before relying on them; I do not quote a stale number here.

When Wyoming still helps a Californian Privacy and charging-order value can survive even if CA tax does not +

Even when California tax and registration still apply, a Wyoming holding structure can deliver real value: ownership privacy at the state level, Wyoming's charging-order treatment for the holding interest, and a clean parent layer over operating entities. The honest framing is that Wyoming can improve your privacy and asset-organization posture while doing little or nothing for your California tax bill. I separate those two questions instead of selling the structure as a tax dodge.

Side by side

Wyoming LLC vs Delaware LLC vs California LLC vs Wyoming trust

A high-level comparison to orient you. The right answer depends on where you live and what you are protecting, which is exactly what intake sorts out. Risk badges reflect general posture, not a guarantee for your facts.

Is a Wyoming structure a good fit for you?

✓ Good fit

  • Holding company over operating subsidiaries
  • Privacy-sensitive online business
  • IP holding for brand, code, or content
  • Multiple entities you want to separate
  • Out-of-state owner not operating in California

! Bad fit

  • You operate or manage in California and think a Wyoming entity avoids California tax
  • An active creditor problem right now
  • Fraudulent-transfer risk
  • A regulated business that needs local licensure
  • You need tax advice only
Factor Wyoming LLC Delaware LLC California LLC Wyoming asset protection trust
Owner privacy Strong
Members/managers not in public Articles		 Moderate
Members not public, but agent on record		 Limited
Managers/members disclosed in SOI filing		 Strong
Trust terms private; trustee on record
Asset protection ceiling Entity-level
Protects the interest, not the entity's own liability		 Entity-level Entity-level, less owner privacy Potentially strongest, if validly formed, funded, and respected
Self-settled trust; fact-dependent across state lines
State income tax (entity) No state income tax
Wyoming has no state income tax, but that does not eliminate federal tax, owner-level tax, California tax, or tax in the state where the business is actually managed or operated.		 No income tax on out-of-state income; franchise tax applies $800 min. franchise tax + LLC fee No WY income tax; settlor's home state may still tax
Best for Privacy, holding and IP, out-of-state owners Venture-backed startups and institutional investors Businesses operating only in California Long-term asset protection and estate planning
More detail Charging-order nuance, the California row, and setup cost, side by side +
Charging-order protection
Wyoming LLC: Statutorily strong, including sole-member language, but still fact-, forum-, and creditor-context dependent. Delaware LLC: exclusive remedy for one or more members (Del. Code tit. 6, § 18-703(d)). California LLC: charging order available, weaker for single-member. Wyoming trust: spendthrift protection if validly formed and funded.
If you live or operate in California
Wyoming, Delaware, or California LLC: California registration plus the $800 minimum tax can still apply (see the California overlay above). Wyoming trust: home-state tax and conflict-of-laws issues are central, so coordinate counsel.
Setup cost and complexity
Wyoming LLC: low. Delaware LLC: low to moderate. California LLC: moderate, with higher ongoing tax. Wyoming trust: high, given trustee, funding, and counsel.
Charging-order reality What Wyoming's charging-order protection does not do +

Wyoming’s charging-order statute is favorable, but it does not make assets judgment-proof. Bankruptcy courts, fraudulent-transfer claims, alter ego/reverse-veil theories, federal claims, and non-Wyoming courts can change the practical outcome.

Sources & caveats How to read this table and the citations behind it +

Risk badges reflect general posture, not a guarantee for your facts. Delaware's exclusive-remedy charging-order language is quoted from Del. Code tit. 6, section 18-703(d). Wyoming's single-member charging-order treatment reflects the established Wyoming position; I confirm the current operative statute for your matter rather than relying on a marketing summary. The "if you live or operate in California" row is the decisive one for most California residents, and it is covered in detail in the California overlay section above.

How it fits together

A simple holding structure, and the variations

The classic shape is a holding company on top, operating and asset entities below, and (where justified) a trust above the holding company. Use the tabs to see common variations.

Wyoming Holding LLC
You own the holding company; it owns the subsidiaries
Operating LLC
your active business
Real estate LLC
property held separately
Investments LLC
portfolio / savings

Each operating risk lives in its own entity, so a lawsuit against one does not automatically reach the others.

In the box

Documents I prepare

A formation that exists only on the state's website is not a structure. These documents make the entity real, fundable, and defensible. Exact set depends on your tier.

1
Articles of Organization
2
Operating agreement
3
Organizational resolutions
4
EIN application guidance
5
Contribution & assignment documents
6
Trust-coordination checklist (Tier 3)
Detail What each document does +
  • Articles of Organization. Wyoming formation filing for the LLC or holding company.
  • Operating agreement. Ownership, control, distributions, transfer restrictions, and manager authority.
  • Organizational resolutions. Initial member/manager actions, banking, and authority resolutions.
  • EIN application guidance. Step-by-step on obtaining the federal tax ID for the entity.
  • Contribution and assignment documents. So the entity actually owns the cash, IP, or membership interests you intend to put in it.
  • Trust-coordination checklist. For Tier 3: funding steps and the handoff list for your Wyoming trustee and CPA.
Fold-out Tax and counsel caveats you should read before funding anything +

Tax is your CPA's call. I draft the legal documents and flag the issues (entity classification, California minimum tax, LLC fee tiers, trust income taxation to the settlor). I do not prepare returns or give detailed tax-planning opinions. Coordinate a CPA before you move money or assets.

Funding is where protection is won or lost. An entity or trust only protects what is actually, properly transferred into it, with documentation and consideration. A structure on paper that never gets funded, or that is funded sloppily, invites a court to disregard it.

Existing or foreseeable creditors change everything. Transferring assets to dodge a creditor who already exists, or one you can already see coming, can be a voidable fraudulent transfer. Asset protection works prospectively, for a solvent person planning ahead, not as a reaction to a claim already on the horizon.

Fold-out What a Wyoming asset protection trust requires, and its honest limits +

Wyoming permits a self-settled "qualified spendthrift" trust, where you can be a beneficiary and still get spendthrift protection from your own creditors, but only if it is done correctly. The core requirements include:

  • a qualified Wyoming trustee; you cannot be your own sole trustee and unilaterally pull assets out;
  • the trust is irrevocable with discretionary distributions;
  • a solvency affirmation, the transfer cannot be a fraudulent transfer or leave you insolvent; and
  • awareness that a later personal bankruptcy carries a long lookback (commonly ten years) on transfers to self-settled trusts.

Cross-border reality: if you live in a state like California that does not itself recognize self-settled asset protection trusts, a Wyoming trust's effectiveness against your local creditors is contested under conflict-of-laws and public-policy principles. I will not tell you it is bulletproof. For the right profile it is powerful; for the wrong one it is an expensive false sense of security. That is why Tier 3 starts with analysis, not a form.

How it runs

From intake to a funded, documented structure

Four steps: fit check, structure and quote, draft and file, then funding and handoff. Direct attorney access throughout, no intake queue.

1Step 1

Intake & fit check

2Step 2

Structure & quote

3Step 3

Draft & file

4Step 4

Funding & handoff

What happens at each step Expand the four-step detail +
  • Step 1, intake and fit check. You send your goal, home state, existing entities, and what you want to hold or protect. I confirm whether Wyoming actually helps you, and which tier fits.
  • Step 2, structure and quote. I map the structure, flag the California or home-state overlay, and give a flat fee (Tier 1) or a fixed quote (Tiers 2 and 3) in writing.
  • Step 3, draft and file. I prepare the formation, operating agreement, resolutions, and contribution/assignment documents, and file the Wyoming formation.
  • Step 4, funding and handoff. You get EIN guidance, a funding checklist, and a clean handoff package for your registered agent, CPA, trustee, or local counsel.
Straight answers

Questions I get before people engage

If I form in Wyoming, do I stop paying California taxes? +
Usually no. If you live in, manage from, or do business in California, your Wyoming entity generally still has to register in California and pay the $800 minimum franchise tax (plus the LLC fee on California-source receipts). Wyoming saves you Wyoming income tax, which is already zero; it does not erase California. See the California overlay section above.
Is a Wyoming LLC really anonymous? +
It is private at the state level, members and managers are not listed in the public Articles, but it is not anonymous. Your bank, the IRS, federal beneficial-ownership reporting, courts, and serious counterparties can still require you to disclose who owns and controls it. I will show you exactly what stays off the public record and what does not.
Does the charging-order protection make me lawsuit-proof? +
No. Charging-order protection limits your personal creditor to a charge against your interest rather than seizing the company. It does nothing about the company's own contracts and torts, and it does not stop a court from piercing the veil if you treat the entity as a personal piggy bank. It is one layer, not a force field.
Do I need the trust, or is an LLC enough? +
Most people do not need the trust. A Wyoming LLC or a holding company handles the large majority of asset-separation and privacy goals at a fraction of the cost and complexity. The trust (Tier 3) is for higher-net-worth, higher-exposure profiles where the added protection justifies the trustee, funding, and counsel coordination. I will tell you honestly which camp you are in.
Can you be my registered agent or trustee? +
No. Wyoming requires an in-state registered agent, and a Wyoming asset protection trust requires a qualified Wyoming trustee who is not you. Those are separate engagements with Wyoming-based providers. I prepare the documents and coordinate with whoever you appoint.
I already have an LLC. Can you add a holding layer? +
Often yes. Tier 2 is built for exactly this: forming a Wyoming holding company over an entity you already own, with the operating agreement and membership-interest assignment documents to make the new ownership real. Send me what you have and I will quote it.
AI Legal Analyst · attorney-supervised

Not sure which layer you need? Pressure-test it first.

Tell the AI Legal Analyst your state, what you want to protect, and any entities you already have. It maps the likely structure and the California overlay in plain terms, then routes you to me for real drafting. Attorney-supervised informational tool, not legal advice.

Get started

Build the structure once, correctly

Most Wyoming mistakes are made before anything is filed: the wrong layer, the wrong state, or a structure that ignores California. Start with a review and you avoid paying twice.

Primary · Request a Wyoming structure review

Send your goal, home state, and existing entities. I confirm the right structure and give you a flat fee or fixed quote. Best when you are ready to build.

Request a structure review

Goes straight to me. No intake team.

Fallback · $240 written structure review

Want my analysis of your specific facts in writing before committing to a build? The written attorney consultation covers exactly that.

Get the $240 written review

Secure PayPal checkout. Applies your facts, not a generic template.

Related on Terms.Law

Keep reading or go deeper

Guide

Wyoming LLC formation guide

The long-form walkthrough of forming and running a Wyoming LLC, including privacy and charging-order detail.

 Hub

Wyoming asset protection trust hub

When a Wyoming trust makes sense, what it requires, and where its limits are for non-residents.

 Service

Contract review & drafting

Operating agreements, IP assignments, and the contracts your new structure depends on. From $575.

 Guide

Wyoming corporation guide

If a corporation, not an LLC, is the better fit for investors or stock, start here.

 Consult

$240 written attorney consultation

Your facts, my written analysis. The fastest way to a clear answer before building.

 Consult

$400 1-hour strategy session

Talk the structure through live and leave with a plan. Good for multi-entity questions.
Informational, not legal advice. This page describes services and general legal concepts and does not create an attorney-client relationship. Wyoming, Delaware, and California rules, tax thresholds, and trust statutes change and are fact-specific; nothing here is a guarantee of any asset-protection or tax outcome. State filing fees and registered-agent fees are paid to those providers and are separate from my flat fees. Engage me, a CPA, a qualified Wyoming trustee, and Wyoming local counsel as appropriate before acting. Sergei Tokmakov, Esq., California Bar No. 279869, licensed since 2011.