Formation of Limited Liability Company in Wyoming (USA)
Due to the regulations of the Wyoming Limited Liability Company Act, the Wyoming LLC name must: be individual and may not in any way be similar or identical to an existing Wyoming Company name, include the initials LLC, L.L.C. or the words Limited Liability Company, and not use words such as Bank, Insurance, or Reinsurance.
Articles Of Organization And Operating Agreement
It is a requirement that the Articles of Organization, or Certificate of Organization, be prepared and filed with the Wyoming state. All fees for the formation of an LLC, including filing fees with initial franchise taxes, should be paid. Although advisable, an LLC Operating Agreement is not mandatory.
A minimum of one member (owner) is required which may be a natural person or a corporate body of any citizenship. The number of members permitted in an LLC is unlimited. The liability of each member within the LLC depends on their percentage of ownership. An LLC does not have shareholders as no shares are issued.
A Wyoming Limited Liability Company can be member-managed or manager-managed and must have one or more members/managers, who can be a physical person or legal entity of any nationality.
A member-managed LLC will function similarly to a partnership. All members have the same opportunity to provide thoughts and ideas on LLC decisions.
For a manager-managed LLC, the members appoint a manager or managers to act in a similar role to the board of directors of a corporation. The main responsibility of the manger/managers is to be in charge of LLC affairs. According to the state law, if mangers are not chosen in the Articles of Organization forms, the affairs of the LLC will automatically be directed to the members.
Registered Office And Local Agent/Secretary
Every LLC is required to have a registered agent from the start of formation. For the matter of public record the formation documents should contain the name and address of the registered agent. The main duty of the registered agent is to be in charge of receiving important documents (tax and legal) such as notice of litigation, franchise forms and annual report forms.
Company Secretary is not required.
Meeting s of Members or record keeping is not a legal requirement. It is recommended that with two or more members, a Members’ Agreement can be entered into. Meetings by the members can be held both in and outside of Wyoming.
There are no statutory requirements concerning meetings of members or record keeping. It is recommended that with two or more members, Members’ Agreement be entered into. If meetings are held by members, this may be done anywhere in the world and in any way convenient to the members.
Usually 5 business days, but we require up to 10 working days for legalization of the documents and delivery by courier.
Pass through taxation: Generally LLCs do not pay business taxes. Instead, the profits/losses are passed-through to the personal tax returns of the LLC owner. Any taxes due are then paid on an individual level by the owner.
Audit And Financial Returns
The State of Wyoming requires for all LLC’s to file an annual report. Generally for the annual report, it requires to confirm all existing information such as company name, name of registered agent, principal office address and mailing address. The annual report is due each year on the first day of the anniversary month of LLC’s formation. For example, if LLC was created on June 15th, the annual report would be due each year on June 1st. In conjunction with the annual report a license tax must be paid. The tax is calculated at a rate of two-tenths of one mill on the dollar based on the value of your LLC’s assets located in Wyoming. The minimum license tax is $50.