Formation of a Limited Liability Company in the USA (Wyoming LLC)
A Wyoming limited liability company (LLC) is a great solution for a startup due to low formation and maintenance costs; no state taxes; limited liability; no citizenship requirements, and transferability of ownership.
It is a low-cost solution for conducting international business outside of the United States.
FACTS & INFO
In 1977, the Wyoming Limited Liability Company Act was passed to provide limited liability protection to LLC members. According to this legislation, members of an LLC are not personally responsible for any business debts or liabilities which means that creditors will not be able to pursue their personal assets to pay off any business debts.
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, nor use words such as “Bank”, “Insurance”, or “Reinsurance”. It should include the initials “LLC”, “L.L.C.” or the words “Limited Liability Company”.
ARTICLES OF ORGANISATION
It is a requirement that the articles of organisation, or certificate of organisation, be prepared and filed with the state of Wyoming. 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.
DIRECTORS AND COMPANY SECRETARY
A Wyoming LLC can be member-managed or manager-managed and must have one or more members or managers. They 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 input 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 state law, if mangers are not chosen in the articles of organisation forms, the affairs of the LLC will automatically be directed to the members.
A company secretary is not required.
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.
Meetings 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.
Usually this process takes five business days, but we may need up to 10 working days for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $390. These include:
- Provision of registered office and registered agent
- Payment of annual state filing fee
- Filing of annual report
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 ACCOUNTING
The state of Wyoming requires all LLCs to file an annual report. Generally, the annual report is required 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 the LLC's formation. For example, if an 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 payed. 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.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with the Wyoming Secretary of State
- Payment of the government fees (renewed by May 31, irrespective of the date of incorporation)
- A standard set of corporate documents:
- Provision of registered agent and registered address for one year
- Rubber stamp
- Certificate of organisation
- Articles of organisation
- Consent to appointment by registered agent
- Initial organisation of members
- Membership certificate
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents where the account is opened outside of the USA.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.