Form an LLC in Wyoming

What is different about forming an LLC in Wyoming

The Wyoming Articles of Organization ask for exactly two facts. W.S. 17-29-201(b) requires the name of the limited liability company, and the street address of the initial registered office together with the name of the initial registered agent at that office. Subparagraph (iii) reads "Reserved." Nothing about members, managers, business purpose, duration or capital is required, and the Secretary of State's form collects no Social Security number.

The organizer's signature does not finish the package. The articles "shall be accompanied by a written consent to appointment signed by the registered agent," and on that consent page the agent certifies its own compliance with W.S. 17-28-101 through 17-28-111.

What the short form withholds, it withholds by not asking. The Secretary of State states that everything filed is public record under the Wyoming Public Records Act, and that "any information keyed in to the online system or stated on the paper form including all signatures will be public upon filing."

Filing the Articles of Organization

The state form, titled "Limited Liability Company Articles of Organization," collects more than the statute does: a close LLC election, mailing and principal office addresses, and the consent to electronic service of process required by W.S. 17-28-104(e). An email address is mandatory, and those addresses "will receive important reminders, notices and filing evidence."

The fee for filing the original articles is $100 under W.S. 17-29-210(a)(i), matched on the Business Division fee schedule. Online filings take Visa or MasterCard cards, and the Secretary of State states that "a convenience fee will be added to the filing fee," without publishing an amount for a formation. Paper filings take a check or money order payable to Wyoming Secretary of State.

Online filing runs through WyoBiz at wyobiz.wyo.gov. The fee schedule marks electronically filable documents with an asterisk, and in the Limited Liability Companies block only "Articles of Organization" and "Reinstatement for Tax" carry one. Foreign qualifications, domestications and continuances must be filed on paper.

What the state publishes about timing

Online, the "company is active as soon as the online filing process is completed." Paper documents "are processed in the order in which they were received, taking no longer than fifteen (15) business days," and WyoBiz shows what day is currently being processed. A delayed effective date may be chosen, but not later than the ninetieth day after the date of filing.

Expedited review, and why a new LLC cannot buy it

Wyoming began selling expedited review under the fee schedule effective July 1, 2026. Same Business Day Service costs $1,400 per document received by noon Mountain Time on a business day, and Next Business Day Service costs $700 per document received by 5 p.m. Both are added to the statutory fee and need a signed Expedited Filing Cover Form, and the Secretary of State states that the service "does not guarantee approval or acceptance of the filing. If the filing is rejected and not corrected, the expedited fee is nonrefundable."

A formation cannot use it. The ineligible list opens with "filings that can be completed online (e.g., annual reports, initial formations, UCC/EFS filings)" and also covers any document requiring inter-agency approval. The office's own Articles of Organization form, last revised May 2022, still tells filers that "Wyoming statutes do not allow for expedited filing at this time."

Naming a Wyoming LLC

W.S. 17-29-108(a) accepts nine endings: "limited liability company," "LLC," "L.L.C.," "limited company," "LC," "L.C.," "Ltd. liability company," "Ltd. liability co." and "limited liability co." A low profit LLC instead uses "L3C" or a spelled-out low profit form. The same section bars a name implying a purpose other than one stated in the articles, a name deceptively similar to a mark registered in Wyoming, and a name implying organization under Wyoming's corporation or nonprofit acts.

Searching is the filer's job. The Secretary of State states that "searching a business name is the responsibility of the filer," reviews registrations the following business day, and warns that a name which is not distinguishable may require additional paperwork and fees. Its naming pamphlet treats entity designators, spacing, capitalization, punctuation and singular versus plural as non-distinguishing, and requires filers to search plural forms "including those rooted in Latin." Names beginning with the letter "A" followed by a space, and names containing special characters, must be paper filed.

Two agencies can pull a name off the online path. Education words such as Academy, College and University need Department of Education approval, and bank and trust words need Division of Banking approval; names containing them must be mailed on paper and cannot be expedited. The statute separately bars an LLC from being organized to act as a financial institution or as an insurer.

A name reservation costs $60 on a paper form and holds the name for 120 days. A closed company's name returns two years after the inactive date if it was administratively dissolved, and immediately if it was voluntarily dissolved.

Registered agent and registered office

Every Wyoming LLC must have and continuously maintain both a registered office and a registered agent in the state. The registered office must be a Wyoming street address where the agent, or a natural person with an agency relationship with the agent, can accept service of process and "is physically present at that location." Post office boxes, drop boxes, virtual addresses, mail forwarding locations, UPS and FedEx stores do not qualify, though a PO Box may be listed in addition to a physical address. An individual agent must be at least eighteen, reside in Wyoming, and keep a business office at the registered office.

Behind the filing, one identified human is still required. W.S. 17-28-104(d) makes every entity give its agent, and keep current, the name, addresses and business telephone number of an officer, member, manager, managing partner or trustee, and that person may not be the agent or one of the agent's employees unless the agent is itself the entity's officer, director, member, manager, managing partner or trustee. The agent holds that record unless the entity and agent agree to file it with the Secretary of State, where it becomes public.

Changing an agent costs $5, as does an information update or a statement of resignation. Going without one is not cheap: the LLC is deemed to be transacting business without authority, and unless it complies within 60 days of the state's notice it is deemed defunct and forfeits its articles. Reinstatement then costs $350. More sits on the Wyoming registered agent guide.

The annual report and license tax

The report is due "on or before the first day of the month of organization of every year." A business registering on January 15th therefore has a January 1st due date each year. It is a certification, under penalty of perjury, by the LLC's treasurer or other fiscal agent, of the company's capital, property and assets located and employed in Wyoming.

The fee is $60 or two-tenths of one mill on the dollar ($.0002) of those Wyoming assets, whichever is greater. By the agency's own figures, an entity with $300,000 or less in assets pays $60. Only Wyoming-located assets count. The report may be filed up to 120 days early and paid online by card, except where the fee exceeds $500.

Missing it carries no fine. No late fee or penalty appears in W.S. 17-29-209 or in the fee schedule's limited liability company block, and that same schedule does carry a $100 late penalty for statutory trusts. The entity is instead deemed delinquent on the second day of the month following its due date, and the Secretary of State states that "if the annual report is not filed within sixty (60) days following the due date, the entity will be administratively dissolved."

Reinstatement for tax costs $100 plus the delinquent fees, may be filed electronically, and relates back to the date deemed defunct. The window is two years. Voluntary closure is covered on the Wyoming LLC dissolution guide.

Wyoming taxes that reach an LLC

Title 39 chapter 7 is headed "INCOME TAXES" and contains a single section, which records that the chapter was repealed in 1998. The state preempts counties, cities and towns from imposing any tax based on wages or other income. No franchise tax appears anywhere in Title 39, and the recurring state charge on a Wyoming LLC is the annual license tax above.

Sales tax is the live question. The state levies a 3% excise tax plus an additional 1%, and the Department of Revenue describes "the mandatory statewide 4% rate and any voter-approved pennies," with the total varying "by county, but generally between 4-8%." Registering an entity is not itself a trigger: the Department states that "simply creating a business entity in Wyoming doesn't automatically mean your company needs a Wyoming sales tax license," and treats a registered agent or virtual office as outside physical presence. The economic threshold is gross revenue over $100,000 from sales delivered into Wyoming in a calendar year. A license costs $60 for each new vendor and for each place of business, and licenses "are valid without further payment of fees until revoked by the department." More sits on the Wyoming LLC taxes guide.

Licensing and employer registration

Other than registration with the Secretary of State, there is no general Wyoming business license. The Secretary of State states that a company may need a specific license or permit based on its business purpose, and directs filers to the City Clerk's Office in the Wyoming city where business is conducted. Workers' compensation and unemployment insurance both sit with the Department of Workforce Services, and coverage is mandatory for "extrahazardous employment," which the statute defines by NAICS sector, subsector, industry group and industry, including logging, mining, utilities, construction and manufacturing.

Other Wyoming rules worth knowing

The charging order is the exclusive creditor remedy, and the statute names the sole member in doing so. It covers "any judgment debtor who may be the sole member, dissociated member or transferee," and provides that other remedies, including foreclosure on that interest, "are not available to the judgment creditor" and "may not be ordered by the court." A Wyoming LLC also has perpetual duration.

Series are permitted, with a separate Organization Articles form and $10 per series. Wyoming also keeps a statutory decentralized autonomous organization LLC, whose registered name must contain "DAO," "LAO" or "DAO LLC" and whose articles must carry a publicly available identifier of the smart contract used to operate it. There is no separate professional LLC: a licensed individual may render services through an ordinary LLC where the licensing statutes and the licensing body allow it, staying fully liable for his professional activities.

Later filings stay on paper: an amendment is $60, and a foreign Certificate of Authority is $150. See the Wyoming foreign LLC guide.

EIN and operating agreement

An EIN is issued by the Internal Revenue Service and is not part of any Wyoming filing. The EIN guide covers the application.

The operating agreement is not filed with the state and appears in no Wyoming filing fee, but the act defines it broadly: an agreement "whether oral, in a record, implied or in any combination thereof," expressly "including a sole member." It may govern relations among members, management and voting, and transfers of interests, with the act supplying whatever it leaves out, though it may not eliminate the obligation of good faith and fair dealing. See the operating agreement guide.

Frequently asked questions

What do Wyoming Articles of Organization have to contain?

Two items. W.S. 17-29-201(b) requires the name of the limited liability company and the street address of the initial registered office together with the name of the initial registered agent at that office. A written consent signed by the registered agent must accompany the filing.

How much does it cost to form a Wyoming LLC?

The filing fee is $100. The Secretary of State states that a convenience fee is added to online filings paid by card, and publishes no amount for it. Paper filings take a check or money order payable to Wyoming Secretary of State.

Can a Wyoming LLC formation be expedited?

No. The Secretary of State sells expedited review at $1,400 for same business day service and $700 for next business day service per document, but the ineligible list names filings that can be completed online, including initial formations.

When is the Wyoming annual report due and what happens if it is missed?

It is due on or before the first day of the month of organization every year. The entity is deemed delinquent on the second day of the following month, and the Secretary of State states that an entity is administratively dissolved if the report is not filed within 60 days following the due date.

Is there a late fee for a Wyoming annual report?

No late fee or penalty for a late LLC annual report appears in the Wyoming Limited Liability Company Act or on the Business Division fee schedule. The consequence is delinquency and then administrative dissolution rather than a fine.

Does Wyoming tax LLC income?

No. Title 39 chapter 7, headed INCOME TAXES, contains one section, which records that the chapter was repealed in 1998, and the state preempts counties, cities and towns from levying income or wage taxes. No franchise tax appears anywhere in Title 39.