This post is for information only. You are responsible for reviewing and using this information appropriately. This content doesn’t contain and isn’t meant to provide legal, tax, or business advice. Requirements are updated frequently and you should make sure to do your own research and reach out to professional legal, tax, and business advisers, as needed. Businesses outside of Wyoming will have different steps and requirements. To sell products using the Shopify platform, you must comply with the laws of the jurisdiction of your business and your customers, the Shopify Terms of Service, the Shopify Acceptable Use Policy, and any other applicable policies.
If you’re looking to set up an LLC somewhere with a low tax burden, look no further than Wyoming—one of only two states (along with South Dakota) that does not impose a corporate income tax or a gross receipts tax. Add to this relatively low LLC formation fees—and all those beautiful mountains—and it’s clear why the Cowboy State is such an attractive place to start a business. While it might seem daunting initially, setting up an LLC in Wyoming isn’t hard as you might think. Here are 11 steps to make it happen.
11 Steps for starting a Wyoming LLC
- Name your Wyoming LLC
- Create a business plan
- Choose a registered agent
- File your Wyoming LLC Articles of Organization
- Get an employer identification number (EIN)
- Obtain business licenses and permits
- Understand Wyoming tax requirements
- Prepare an operating agreement
- Examine business insurance options in Wyoming
- Understand financial considerations
- Market your LLC
What is an LLC?
An LLC, or limited liability company, is a business entity popular among small business owners due to financial liability protections and potential tax benefits. Unlike owners of sole proprietorships, LLC owners create a separate legal entity for their business, meaning they are not financially responsible for claims brought against their company in a lawsuit. And unless the LLC elects to be taxed as a corporation, it doesn’t pay federal income taxes. Instead, the LLC owner(s) pays taxes on their profits through their personal income tax returns.
LLC owners are known as “members.” There are two types of LLCs: single-member and multi-member. Single-member LLCs have only one owner, while multi-member LLCs have two or more owners.
Is an LLC right for you?
Wyoming offers several enticing benefits for LLCs compared to most other states:
- No state corporate income tax. Wyoming is one of only two states that does not levy a corporate income or gross receipts tax. And no matter where you form your LLC, you can elect to take advantage of a “pass-through” tax structure, meaning the LLC owner(s) pays taxes through their personal income tax returns instead of the company itself.
- Low fees. Wyoming LLC formation is cheaper than many other states. For instance, the Wyoming Articles of Organization filing fee is only $100, whereas the equivalent fee in Massachusetts is $500.
- Anonymity. If you prefer to shield your identity or stay out of the public eye, Wyoming is one of only four states that allows the creation of anonymous LLCs. Wyoming doesn’t require you to list members or managers on the paperwork.
- Personal asset protection. One of the most significant advantages of creating an LLC in any state is that it protects the owner(s) from lawsuits, professional financial liability, and damage claims, meaning they’re in no danger of losing personal assets in the event of bankruptcy or civil cases. (However, LLC owners are still liable for acts of negligence.)
1. Name your Wyoming LLC
You may already have some ideas of what to name your LLC. But before you get too attached to your top choice, consider these LLC naming guidelines to guarantee your name complies with Wyoming law:
- Include mandatory words. Your Wyoming LLC’s name must contain the words “Limited Liability Company” or its abbreviations “LLC,” “L.L.C.,” “Limited Company,” “LC,” “L.C.,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or “Limited Liability Co.”
- The name can’t include certain words. Your LLC name can’t have words related to government agencies. For example, you’re not allowed to name your company “Department of Energy LLC” or “NASA LLC.” Names with words that infer your LLC is an educational institution (“academy,” “college,” “school,” etc.) or bank (“bank,” “banc,” “trust,” etc.) require additional review and necessitate submitting your form by mail, not online.
- The name must be available. Your name can’t match that of another Wyoming business. Search this database of existing entities to confirm the availability of your desired name.
Once you have a name that meets these guidelines, do yourself a favor and make sure the domain name (URL) that matches your LLC name is available so customers can easily find your company online.
2. Create a business plan
A business plan helps establish your company’s goals and lay the foundation for a successful launch. Every business plan is unique to the specific type of business, but in general, a business plan includes a:
- Mission statement
- Summary of the company
- Company organization chart
- Description of products or services
- Logistics and operations plan
- Financial plan
- Target market analysis
- Marketing plan
3. Choose a registered agent in Wyoming
All business entities in Wyoming need a registered agent authorized to accept official communications with the state and legal documents served to the LLC. Your registered agent must keep certain information about the LLC on site at their physical Wyoming address.
Here are the requirements for selecting a registered agent in Wyoming:
- A registered agent can be an individual or a business entity. Owners or employees of your LLC and individuals not employed by your company can serve as your registered agent. Alternatively, you can hire a registered agent service to do the job as long as they’re authorized to operate in Wyoming.
- Registered agents must have a physical Wyoming address. This address cannot be a P.O. box, mail forwarding service, or drop box.
- Registered agents must be adults. Wyoming law requires registered agents to be at least 18 years old.
Once you’ve selected a registered agent, have them fill out a Consent to Appointment by Registered Agent form and file it along with your Wyoming LLC Articles of Organization (discussed in the next step).
4. File your Wyoming LLC Articles of Organization
To officially establish your company as an LLC in Wyoming, you must fill out the Wyoming LLC Articles of Organization form, which asks for basic information about your LLC. The easiest way to complete your Articles of Organization form is to file it online, though you can also mail it to:
Wyoming Secretary of State
122 W 25th Street, Suite 101
Herschler Building East
Cheyenne, WY 82002-0020
You must pay a $100 filing fee upon submission. To file your form by mail, make your check payable to the Wyoming Secretary of State. Processing can take up to 15 business days from your filing date. Visit the Secretary of State’s website to check your filing status.
5. Get an employer identification number (EIN)
The internal revenue service requires LLCs in all states to obtain a Federal employer identification number (EIN) as long as they have two or more employees. This nine-digit number functions similarly to an individual’s Social Security number. It allows your LLC to file federal and state income taxes, hire employees, open a business bank account, and obtain lines of credit.
To obtain an EIN for your Wyoming LLC, go to the IRS website and click Apply Online Now.
6. Obtain business licenses and permits
Wyoming doesn’t require all LLCs to obtain a general business license to operate. However, the state does require all businesses that sell taxed goods to obtain a sales tax license. You can get a sales tax license by applying online or by downloading the form and mailing it along with a $60 application fee to:
Wyoming Department of Revenue
122 West 25th Street, Suite E301
Herschler Building East
Cheyenne, WY 82002-0110
Other required licenses and permits vary depending on your business type and local regulations. Here are a few common types:
- General contractor’s license. Except for electrical contractors, all contractors must obtain a general contractor’s license from the local government where the construction job occurs. Search Wyoming’s Municipal Directory to find contact information for your local government.
- Food license. Any business preparing, storing, distributing, or processing food for sale must secure a food license from the Wyoming Department of Agriculture or a local health department.
- Transportation license. You must register with the Wyoming Department of Transportation if your LLC is in the transportation business and uses trucking or commercial vehicles.
7. Understand Wyoming tax requirements
Wyoming taxes most physical goods at a sales tax rate of 4%, but some local and county governments add up to 2% in additional sales taxes. Reference pages 9–10 of the Wyoming Vendor Manual for a complete list of what’s taxable and tax-exempt in Wyoming.
One of the most appealing aspects of incorporating in Wyoming is it has no corporate state income tax. You’ll only need to pay annual federal taxes. For filing federal taxes, single-member LLCs typically use Form 1040 Schedule C, and multi-member LLCs typically use Form 1065 Partnership Return.
To ensure your LLC complies with Wyoming tax requirements, take the following actions:
- Register for a sales tax license. If you determine your LLC needs to charge sales tax on its goods or services, you must register for a sales tax license by applying online or by downloading the application form (as described in the previous section).
- File sales tax returns on time. If your LLC collects sales tax, you’ll need to regularly file a sales tax return and submit a sales tax payment through the Wyoming Department of Revenue. Businesses that collect less than $50 per month in sales tax only need to file a sales tax return once a year; businesses that collect between $50 and $100 per month must file a sales tax return quarterly; and businesses that collect more than $150 per month must file a sales tax return monthly by the last day of the month.
- Register for employer taxes. Any business that pays wages to employees in Wyoming must register for Unemployment Insurance tax via the Wyoming Department of Workforce Services.
- File your annual report and pay the annual license tax. Wyoming law requires LLCs to file an annual report with the Secretary of State and a yearly license tax. The tax costs $50 or 0.00002% of the value of your LLC assets, whichever is larger. LLCs must file the annual report and pay the license tax by the first day of the month of the LLC’s formation.
8. Prepare an operating agreement
An LLC operating agreement is a legal document that outlines how your LLC conducts business. Operating agreements are internal documents businesses often have on hand to prevent conflict between members about how the company functions.
Wyoming doesn’t require LLCs to have operating agreements, nor does the state keep them on file, but it’s still a good idea to prepare one for your business. Operating agreements contain information regarding various aspects, including:
- Purpose of the business
- Management and voting powers
- Profit and loss distributions
- Capital contributions
- How to handle changes to membership structure
- Liability clauses
9. Examine business insurance options in Wyoming
Any business in Wyoming with at least one employee needs to purchase workers’ compensation insurance to cover employee medical expenses in case of work-related injuries. Wyoming requires companies to purchase this coverage directly through the state. If your LLC owns a work vehicle, you must purchase commercial auto insurance to cover costs associated with company vehicles in case of accidents.
Aside from these two mandatory insurance types, here are some other types of business insurance to consider:
- Commercial property insurance. Similar to homeowner’s insurance on a house, commercial property insurance protects your LLC from costs associated with fire, weather damage, or theft.
- Cyber liability insurance. Cyber liability insurance protects your LLC from costs associated with cyber threats, like data breaches and ransomware.
- General liability insurance. General liability insurance covers your LLC against any legal actions resulting from accidents, injuries, or negligence.
- Professional liability insurance. Professional liability insurance provides coverage for any damages due to claims of negligence or misconduct.
10. Understand financial considerations
With only small fees associated with filing your Articles of Organization and obtaining your sales tax license, it’s relatively inexpensive to establish an LLC in Wyoming. But don’t overlook the basic costs of getting a business up and running. Your financial burden can quickly snowball.
You may need to rent an office or retail space and pay for building utilities, inventory, equipment, and raw materials to make your products, as well as employee salaries, marketing, and any additional startup costs specific to your industry. It’s best to conduct a detailed analysis of your finances before starting your LLC. If it looks like you need extra capital, you can always look into taking out a small business loan.
11. Market your LLC
Once your company is up and running, it’s time to get your name out there to draw in customers. Marketing involves analyzing your target customer base and devising strategies to reach and retain those customers. Design a brand logo that expresses your company’s mission and embodies its identity. Then construct a marketing plan to increase your LLC’s visibility. Effective marketing strategies include building a website and a social media presence, digital and print advertising, email lists, and customer loyalty programs.
Starting an LLC in Wyoming FAQ
How much does it cost to start and maintain an LLC in Wyoming?
At minimum, you need to pay a $100 filing fee for your Articles of Organization and a $60 fee for your sales tax license. Once a year, you’ll need to pay an annual license tax of $50 or 0.0002% of the value of your LLC assets—whichever is larger.
What are the pros of incorporating in Wyoming?
The most significant advantages of Wyoming LLC formation are that Wyoming does not impose a state corporate income tax, allows for anonymous LLCs, and has relatively low formation fees.
Do you need a resident agent for your LLC in Wyoming?
Yes, all LLCs incorporated in Wyoming must name an individual or business entity with an in-state address (not a P.O. box) as a registered agent.
How do state taxes work for LLCs in Wyoming?
Wyoming imposes a state-wide 4% sales tax on most physical goods, and some local and county governments add up to 2% in additional sales taxes. Reference pages 9–10 of the Wyoming Vendor Manual for a complete list of what’s taxable and tax-exempt in Wyoming.