What is an LLC?
A limited liability company is a type of business structure where business owners are separate from the business. This means that the company in itself is responsible for losses, lawsuits, and profits etc.
Owners are not personally liable for acts of the company. It’s a legal entity on its own.
There are diverse reasons why people decide to set up LLCs.
First and foremost, for businesses that want to set up branches and subsets in different states and countries, creating an LLC is usually one of the best options for them.
They can easily manage and control their different subsets under the framework of an LLC.
Secondly, there is the taxation point of view. Paying taxes to Uncle Sam isn’t the most exciting part of having an LLC. This is quite understandable because businesses are generally created to maximize profits.
LLCs are usually tax cushions for businesses. They do not get as heavily taxed as other members of the business structure family. Although due to the fact that LLCs are still fairly new business creations, some states in the US have not created specific tax classifications for LLCs.
However, the interesting thing about it, is that when you register as an LLC, you get to choose what tax bracket you fall into. That’s a privilege other business structures do not give you.
Generally speaking, The costs of forming a business can be very expensive. Establishing an LLC on the other hand is a great way to legalize a business structure without paying so much money.
Another reason why many entrepreneurs desire to form an LLC is the time factor. The time it takes to form an LLC can be anywhere from 3-5 weeks.
Lastly, LLCs give your business a level of credibility and sustainability.
People, that is, your potential customers or investors will trust an LLC over a sole proprietorship. Also, LLCs can exist forever. So, if you’re thinking of building not just a brand but a legacy, if seeing things like ‘Since 1604, Est. 1952’ appeals to your business sense, creating an LLC is the way to go.
Considering Wyoming as a place to set up your LLC is a good choice on the grand scale of things.
Wyoming has one of the friendliest tax laws and practices in the United States. Also, the state of Wyoming doesn’t issue state tax or collect business license fees.
As of 2016, Wyoming excludes the need for beneficial owners to be named in its LLC filing. This gives them a bit of privacy and creates a safe tax haven for them.
In fact, in the year 1977, Wyoming was the very first state in the United States to allow the formation of LLCs.
#1 Naming your Wyoming LLC
People often wonder and ask ‘What’s in a name?” the short answer is ‘A lot’
Your LLC’s name is your business identifier. It is the first contact people have with your business before they ever buy your products or pay for your services.
Your business name has an undeniable effect on your brand identity. Therefore, Wyoming has stipulated certain rules and guidelines to be followed when naming an LLC.
- You must include the phrase ‘Limited Liability Company or any of its accepted abbreviations (Limited Liability Co., Limited Company, L.L.C, LC, Ltd,) to the end of your business name.
- You must not use markers that would make people confuse your LLC for another type of business structure. What this means is that you cannot add phrases or abbreviations like Corporation, Incorporated, Partnership, Inc., Corp., etc. to the end of your business name if you decide to form an LLC in Wyoming.
- You must not add terms that can make people mistake your LLC for a government agency or department, to your business name. These are terms like State, Federal, Department, FBI, etc.
- You can’t add some special terms to your business name unless you’ve been given permission by law or have certain professionals like doctors, lawyers, engineers, etc. working in your LLC. These include terms like University, Bank, Hospital, etc.
There are other guidelines that are helpful to note.
- Check if the business name you’ve chosen is available for use in Wyoming. Ideas are a dime, a dozen. So, are names. One important step you need to take in choosing a name for LLC is to run a search on the Wyoming Secretary of State website to ensure that there isn’t another business using that exact name or a name too similar to the one you want to use. This will protect your brand identity in the course of your business’ life.
- Check if your business name is available for use as a domain name and for an email address.
It’s no longer news that everyone and every business needs a website. One important part of choosing your LLC name is to check if you can get its URL option available. This is a good strategy so that you can buy it for immediate use or ahead of time.
If the domain name that mirrors the name of your business has already been bought by someone, check if they’re willing to sell. If they’re not, you might just have to choose another name or find a variation closest to your business name.
Similarly, emails will be an important part of your business. Therefore, you should check to see if someone else is using your business name in their email address.
It should be noted, that email addresses are still secondary to getting your domain name. This is because if you have a website, you can customize your email address to suit that website or simply add a number or a letter.
#2 Choosing your LLC’S Registered Agent
A registered agent is a person or business entity whose job description is to receive emails and legal correspondence on behalf of your business.
A registered agent must be present every step of the way and will be responsible for sending and receiving needed information from state authorities.
A registered agent can be:
- The business owner
- A family member, friend, member of the LLC
- A commercial registered agent service
There are rules guiding the choice of a registered agent and they are:
- Your registered agent must be resident in Wyoming and have a physical street address. Note that PO Boxes are not acceptable.
- If you’re using a commercial resident agent, they have to be licensed in Wyoming.
- Your registered agent must always be available during business hours and must at least be 18 years old.
#3 Filing your LLC’s Article of Organization
An Article of Organization is a legal document issued by the Secretary of State which legalizes a business. It contains important information the government needs to know about businesses in the state.
The Articles of Organization is the document used to create the rights, powers, liabilities, etc. between the LLC and its members and also between the LLC and the state authorities.
This document is important for things like taxation, regulation, compliance checks, etc. Basically, the Articles of Organization is like the birth certificates of an LLC.
You will need to file your LLC’s Article of Organization with the Wyoming Secretary of State.
You will also need to file a Consent to Appointment by Registered Agent form.
This is just as important as the Articles of Organization and it is included in the Wyoming LLC formation pdf.
This part of the document only seeks to ensure that your registered agent has legally agreed to provide that service for your LLC.
The Articles of Organization and Consent to Appointment by Registered Agent form, can be filed online or by mail.
We will go on to explain how to file these documents using these methods.
Note: The filing fee for all methods is $100.
Filing online is the fastest method of application. Your application will be approved immediately. All you have to do is fill the online form.
Filing online comes at an extra $2 convenience fee. Please note that you have only 30 minutes to fill the form.
Below is the step-by-step guide on filing online. The application is filed in categories: Business Name, Details, Registered Agent
— Choose a business entity type. Select ‘Limited Liability Company-Domestic’
— Click on the check box If you are forming a Closed LLC, select “Close Limited Liability Company”
— Check the box that asks you to confirm that you are aware that the information you enter online on the application portal will appear online and on copy requests exactly as you input it into the system
— Enter your business name twice
— Choose the period of time you think your LLC will exist for. Select ‘Perpetuity’ if your LLC will not expire at any point. If it will expire, enter the expiration date
— Input the Delayed Existence date, if you want your LLC to go into existence on a later date. The date cannot be more than 90 days after you file the Articles of Organization. Following, click on the “Next” button
When forming an LLC in Wyoming, you are required to appoint a Registered Agent. You can either engage in the services of a commercial registered agent service or elect an individual.
If your registered agent is an individual, you are required to enter the following information:
— The full name of your Registered Agent (an individual or commercial registered agent service of your choice)
— The street address, state, and country your registered agent is resident in
— The postal code, phone number, and email address of your registered agent
— Enter your LLC or registered agents’ address
— Enter your LLCs official phone number. Please note that this has to be a US registered phone number
— Enter the email address of your LLC
— Enter your LLCs mailing address
— Enter the name and address of the organizers of your LCC and click on ‘Next’
— Note that the organizer is the person that submits the details of your LLC to the Secretary of State
— Click on ‘Add’ if there is more than 1 organizer for your LLC
This section is for the filer to include any other necessary information or statements to their LLC’s Articles of Organization. You should note that most people leave this section blank.
This section requires that you fact-check all your answers. You can go back to past questions and make corrections at this point.
— Click on ‘Continue’ after this you have done this
There are terms and conditions that you are required to tick off in this section.
— Select the correct option listed if the filer is an individual or a business entity
— Enter the filers name, email address, and phone number
— Click on either Member or Organizer for the Title box
— Click on Next
— Click on ‘Start Payment Process’
— Click on Process to make payment to the state after entering your payment details. Once the payment has gone through, you will receive an affirmative message
— Click on ‘Receipt PDF’ to download your receipt
— Click on ‘Registration PDF’ to download your approved Articles of Organization and Certificate of Organization
Download the Certificate of Good standing
Filing by Mail
Your LLC will be approved within 3-5 business days after application.
The process is quite straightforward. You download the form, fill it and send it to the Wyoming Secretary of State mailing address which is:
Wyoming Secretary of State
2020 Carey Avenue
Cheyenne, WY 82002
How to file by Mail
We’ll take you through the step-by-step process of filling the form.
— Enter the name of your LLC
— Check the box if you want your business to be a close Limited Liability Company
— Enter the name and physical address of your registered agent
— Enter the mailing address of your limited liability company
— Input your principal office address
— Input your signature and day of application
— Enter your name
— Enter your contact person
— Input your day time phone number
— Include your working email address
That is everything you need to fill the Article of Organization form.
As stated before, the Consent to Appointment by Registered Agent form is a part of the document when you download it. There are only a few things to be filled here.
The form requires that your registered agent inputs their name, physical address, name of the LLC(your business), their signature, date, phone number, title, email address, and mailing address.
You should note that you can pay by check or money order to the Wyoming Secretary of State.
Completing this process means that your LLC has been approved. The state will send you the stamped and approved copy of your Articles of Organization, Certificate of Organization, and a filing receipt.
Once you’ve gotten approval, you can now download a Certificate of Good Standing.
The Certificate of Good Standing is a form issued from the secretary of state that verifies the existence of your business and indicates that your LLC is permitted to operate and conduct business in Wyoming. Note that this certificate is not, mandatory but it doesn’t hurt to get it.
#4. Creating an Operating Agreement
An operating agreement is a legal document that outlines the management and operating system of your business. It’s a fundamental document that states the basics: the
You should note that this particular step is not compulsory but it is extremely important to have. It’s like having company terms and conditions or something similar to rules and guidelines, guiding your business. The benefit of having this is that it helps with the management of the company. It also protects the company from internal problems and certain kinds of lawsuits.
#5. Getting a Wyoming Employer Identification Number
An EIN is an identification number issued by the Internal Revenue Service. Its major importance is for taxation purposes. It can also be used to open an official bank account for the business, hire employees, apply for loans, permits, or licenses amongst other things.
The EIN is also known as and is the same as the Federal Employer Identification Number or Federal Tax Number.
It is advised for business owners to wait for LLC approval before applying for an LLC. This is a safety precaution. If your LLC is disapproved, the EIN is useless and you’d still need to get another one after reapplying for approval.
Please note that the application for the EIN is free of charge.
Before applying for an EIN, there are certain ground rules you should know.
- You can only apply for an EIN if your principal business is located in the United States or one of its territories
- Appointment of an EIN Responsible Party
An EIN Responsible Party is a person designated to handle your EIN application. This person can be the business owner, family member, friend, or member of the LLC.
- If you are a foreigner that wants to create an LLC in Wyoming, you won’t be able to apply online. You will need to apply via mail or fax. You can alternatively choose an EIN Responsible Party that lives in the US, to receive all EIN correspondence
The 3 ways to apply for the EIN
You can apply for an EIN by mail, fax, and online.
We will go on to explain how to apply each method.
Application by Mail
Application by mail takes about 3 to 4 weeks for approval. All you have to do is to download the form SS-4 form and send it to this mailing address:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
EIN Application Form
The questions in the application form are grouped into categories.
— Enter the name of your LLC
— Input your LLCs mailing and
— Enter the street address, city, state, and zip code your LLC is located in
— Input the country and state where the principal business of your LLC is located
— Enter the full legal name of your EIN Responsible party
— Enter your LLCs EIN
Type of Business Entity
There are a number of business entities listed here, however, in this particular section of the form, LLC isn’t written as an option.
Don’t panic, there’s a reason for this and there’s a way around it.
The IRS has not created a tax class specifically suited for LLCs. Therefore, the tax class your LLC will fall under will depend on the number of members your LLC has.
Below is a step by step explanation of what you need to do on the state website:
— If your LLC is a single-member LLC owned by a US citizen and resident, click on ‘Other’ and enter ‘Disregarded entity- Sole proprietorship’
— If it is a single-member LLC owned by a foreigner, select ‘Other’ and enter ‘Foreign-Owned US-Disregarded Entity’
— If your LLC is a multi-member one and you would like to be taxed as a partnership, select ‘Partnership’
— If your LLC is a multi-member one and you would like to be taxed as a Corporation, select ‘Corporation’
— If your business is a multi-member LLC and you want it to be taxed as a C-Corporation, select ‘Corporation’ and enter ‘1120’ in the ‘Enter form number to be filed’ space. Note that you can also choose this tax classification for a single-member LLC if you want
— If your business is a multi-member LLC and you want it to be taxed as an S-Corporation, select “Corporation and enter “1120S” in the box for ‘Enter form number to be filed.” Note that you follow this same direction if you want this tax classification for your single-member LLC
You’re allowed to choose the tax classification you want your LLC to have. It is advisable to consult with an accountant before you make a choice. This will help you choose what tax bracket will be most suitable for your LLC.
— Click on ‘Yes’ for the question that asks if your application is for a Limited liability Company
— Enter the total number of members of your LLC
— Choose the option that pertains to your LLC if it was established in the United States
Reason for Applying
— Click on ‘Started a new business” in the section that asks why you’re applying for an EIN. Choose this option if it is true about your LLC. If another option is accurate about your business, choose it instead
— Enter the specific date your LLC was started or acquired
— Input the highest number of employees you expect your LLC to have in the next 12 months
— Enter the closing month of your LLCs accounting year
— This next section asks you to check a box if you expect your less than $1,000 dollars in a year. If you fall into that category, you can file Form 944 annually instead of filing a Form 941 quarterly. That saves you time
— Enter the first day wages or annuities were paid in your LLC
— Check the appropriate box that describes the main business activity of your LLC
— Enter the principal product or service of your LLC
— Check the box that pertains to your business if you have ever applied for or received an EIN before. Enter the previous EIN if you’ve received one before
Note that you should only fill this section if you want to authorize a third party to receive your LLCs EIN and answer questions regarding it
— Enter the designees full legal name
— Their address and zip code
— The designees’ telephone number with their area code included.
— Their fax number
— Enter your (the applicant) phone number including their area code
— Enter your fax number including the area code
— Enter the signature of the designee and the date
Application by Fax
Applying by fax takes approximately 4 business days for approval. You only have to download the Form SS-4 form and fax it to this number: (855) 641-6935
This is the fastest mode of application. The online application gets you approval on the same day.
The process of applying online is grouped into categories. They are: Identifying your business Structure, Authenticate, Addresses, Details, and EIN Confirmation
Open the online application portal
— Click on “Apply Online Now”
— Read the information written on the page and click “Begin Application”
Identify your Business Structure
— Click on ‘Limited Liability Company” for the type of legal structure applying for the EIN
— Click on ‘Continue’ after an explanation of what an LLC is, pops up on the page
— Input the total number of members of your LLC
— Choose the state where your LLC was formed and click on “Continue”
— The next section asks if you’d like to classify your LLC as a single-member LLC or as a multi-member LLC. If you chose single-member LLC, the IRS will consider your LLC as a ‘disregarded entity’. It will be taxed as a sole proprietorship, if not it will be taxed as a partnership
— The next question explains this further and requires that you confirm your selection.· Despite how the IRS will classify you on this form, your business structure as an LLC is not removed or changed
In this section simply choose the correct option.
— Choose the correct option if your EIN responsible party is an individual or a business entity
— If your EIN Responsible Party is a person, you need to provide their full details. This includes their full legal name, street address, state. You also have to state if they are a member or owner of the business or a third party
— Input your EIN Responsible Party’s Social Security Number or ITIN
Enter your LLC’s physical address and U.S. phone number in this section. You can use the address of your Registered Agent if you’re not a resident of Wyoming or the United States. Please note that a PO Box address is not permitted by the IRS
Enter the full legal name of your LLC without any special characters like commas or hyphens. Don’t worry about this. It doesn’t affect the name of your LLC. It is only that way so that the portal can process your application
— Input your business name
If you don’t have a registered ‘Doing Business As’ name, leave this section unanswered.
— State the county and state where your LLC was created. Include the state where your Articles of Organization were filed
— Enter the date your LLC was started. You can find the exact date on your Articles of Organization document
— The next section requires that you check either the yes or no box and answer how the question pertains to your business
— Choose your LLC’s primary business purpose among the options listed
In this section, you need to choose how you want to receive your confirmation letter. You’re advised to choose the ‘Receive letter Online’ option. It promises the fastest response
— Go through your application again and be sure the information you entered is correct. Click ‘Submit
— Ensure that you download the confirmation letter. Note that the IRS will send you a duplicate copy of your confirmation letter within 4 to 5 weeks
The only thing left after this step is to start operating as an LLC and face the business world in Wyoming.