What Is an LLC in Wyoming?
A limited liability company is a business entity formed under the Wyoming Limited Liability Company Act (Wyo. Stat. § 17-29-101 et seq.) that provides its owners with limited liability protection, flexible management, and pass-through federal tax treatment. Wyoming enacted the first LLC statute in the United States in 1977, and the current act continues to provide a framework that accommodates a wide range of business purposes and organizational structures.
Members, the owners of a Wyoming LLC, are not personally liable for the company’s debts and obligations solely by reason of their membership or participation in management under Wyo. Stat. § 17-29-304. Unless the articles of organization or operating agreement designate one or more managers, the LLC is member-managed by default under Wyo. Stat. § 17-29-407. A single-member LLC is treated as a disregarded entity and a multi-member LLC is treated as a partnership for federal income tax purposes; either structure may elect corporate taxation by filing IRS Form 8832. Wyoming imposes no state income tax on individuals or corporations and levies no entity-level franchise or gross receipts tax on LLCs. Each LLC is subject to an annual license tax of at least $60 for Wyoming-located assets.
Wyoming LLC Name Search
An LLC’s name must be distinguishable on the records of the Secretary of State from the name of every other registered business entity. Wyo. Stat. § 17-29-108 requires the name to contain one of the following designators: “Limited Liability Company,” “LLC,” “L.L.C.,” “Limited Company,” “LC,” “L.C.,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or “Limited Liability Co.” A low-profit limited liability company must use the abbreviation “L3C” or a corresponding low-profit designator specified in the statute.
The name may not contain language implying the LLC is organized for a purpose other than those stated in its articles, may not be deceptively similar to any trademark or service mark registered in Wyoming, and may not suggest organization under the Wyoming Business Corporation Act or Nonprofit Corporation Act. LLCs may not be organized to act as a financial institution or insurer, and names implying such activities will not be accepted.
The Wyoming Secretary of State Business Center provides a search tool for verifying preliminary name availability. An organizer may reserve a name for exclusive use for 120 days by delivering a reservation application to the Secretary of State under Wyo. Stat. § 17-29-109. The reservation is transferable by filing a signed notice of transfer with the Secretary of State.
Note: Any entity whose proposed name begins with the letter “A” must file by paper for manual review in the Secretary of State’s office rather than through the online portal.
Choosing an LLC Registered Agent in Wyoming
Each LLC formed in Wyoming must have and continuously maintain a registered agent and registered office in the state under Wyo. Stat. § 17-29-113, which incorporates the registered agent provisions of Wyo. Stat. §§ 17-28-101 through 17-28-111. The registered agent accepts service of process and official government correspondence on behalf of the LLC. The registered office is the physical Wyoming street address where the agent is available during business hours to receive those documents.
An eligible registered agent is either a natural person residing in Wyoming or a domestic or foreign entity authorized to conduct business in the state, in each case with a business office at the registered office address. An agent representing more than ten entities must register with the Secretary of State as a commercial registered agent. The registered office must be a physical street address—not a P.O. Box, virtual office, or mail-forwarding service.
The articles of organization must include “a written consent to appointment signed by the registered agent” under Wyo. Stat. § 17-29-201(с). This consent is filed with the Secretary of State at the time of formation. If the LLC fails to maintain a registered agent and the deficiency is not corrected, the Secretary of State may administratively dissolve the entity. Reinstatement after dissolution for failure to maintain a registered agent requires a $350 fee under the current Wyoming Secretary of State fee schedule.
LLC Filing Requirements in Wyoming
An LLC is formed in Wyoming by filing articles of organization with the Secretary of State. Under Wyo. Stat. § 17-29-201, one or more organizers deliver the signed articles to the Secretary of State for filing. Upon acceptance, the filing constitutes “conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.”
The articles of organization must include:
- The name of the LLC, including a required designator
- The street address of the LLC’s initial registered office
- The name of the LLC’s initial registered agent
- A written consent to the appointment signed by the registered agent
The articles may also contain optional provisions such as a statement of purpose, a designation of manager-managed structure, or any other term permitted in an operating agreement.
- Online: File through the WyoBiz portal for $100 plus a credit card processing fee of 2.4% (minimum $1). Payment is accepted by Visa or MasterCard credit card or authorized debit card. The entity becomes active immediately upon online acceptance.
- By Mail: Send the completed articles with a $100 filing fee to the Wyoming Secretary of State, Business Division, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. Mail filings are reviewed in the order received, with a maximum processing time of fifteen business days.
- In Person: Deliver the filing to the same physical address during office hours, 8:00 a.m. to 5:00 p.m. MST, Monday through Friday.
Expedited processing is available at two levels: $700 for next-business-day service or $1,400 for same-business-day service, each in addition to the standard filing fee.
The LLC has perpetual duration under Wyo. Stat. § 17-29-104(с) unless the articles provide otherwise. After formation, the LLC must file an annual report with the Secretary of State on or before the first day of its anniversary month each year. The annual license tax is $60 or two-tenths of one mill on the dollar ($0.0002) of assets located and employed in Wyoming, whichever is greater. An annual report may be filed up to 120 days before its due date through the Annual Report Wizard. If the annual report is not filed within 60 days after the due date, the entity will be administratively dissolved.
How Much Does it Cost to Create an LLC in Wyoming?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization (online) | Mandatory | $100 + 2.4% processing fee (min. $1) | At formation | WyoBiz filing instructions |
| Articles of Organization (mail or in person) | Mandatory | $100 | At formation | Wyoming SOS fee schedule |
| Annual Report / License Tax | Mandatory | $60 minimum | Annually, by the first day of the anniversary month | Wyoming SOS Business FAQs |
| Expedited Filing — Next Business Day | Optional | $700 | At formation, added to the filing fee | Wyoming SOS fee schedule |
| Expedited Filing — Same Business Day | Optional | $1,400 | At formation, added to the filing fee | Wyoming SOS fee schedule |
| Amendment to Articles | Optional | $60 | As needed | Wyoming SOS fee schedule |
| Certificate of Good Standing (electronic) | Optional | Free | As needed | WyoBiz certificate portal |
| Registered Agent (commercial service) | Optional | Varies | Ongoing | — |
LLC Operating Agreement in Wyoming
Wyoming does not require an LLC to file an operating agreement with the Secretary of State, but the statute assigns the operating agreement broad authority over the company’s internal affairs. Under Wyo. Stat. § 17-29-110, the operating agreement governs relations among the members, the rights and duties of managers, management and voting procedures, transferability of membership interests, distributions before dissolution, and all other aspects of the LLC’s management. The agreement is not filed with any state office—it is an internal governance document retained by the LLC and its members.
The operating agreement may be oral, written, implied, or any combination of these forms. A written agreement is strongly recommended for documentation and enforceability purposes. Any person who becomes a member “is deemed to assent to the operating agreement” under Wyo. Stat. § 17-29-111(b), regardless of whether the person has signed it.
Where the operating agreement does not address a particular matter, the statutory default rules apply. For LLCs formed on or after July 1, 2010, ordinary business decisions are determined by a per capita majority of the members, and distributions are allocated based on each member’s proportionate contribution. The operating agreement may not eliminate the obligation of good faith and fair dealing, unreasonably restrict a member’s information rights under Wyo. Stat. § 17-29-410, or limit a court’s authority to order judicial dissolution. A single-member LLC should also adopt a written operating agreement, as it establishes the separation between personal and business assets and supports the liability protections provided by the LLC structure.
How to Get an EIN for an LLC in Wyoming
A federal Employer Identification Number (EIN) is a nine-digit number issued by the Internal Revenue Service to identify a business entity for tax purposes. An LLC that will have employees, file excise tax returns, or withhold taxes on income paid to a nonresident alien must obtain an EIN. A single-member LLC with no employees is not required to obtain an EIN, but may need one to open a business bank account.
The IRS EIN Online Application is the fastest method and issues the EIN immediately upon completion. The application is available Monday through Friday, 7:00 a.m. to 10:00 p.m. Eastern Time. The applicant must have a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be located in the United States or a U.S. territory.
Alternatively, the organizer may complete IRS Form SS-4 and submit it by fax (approximately four business days) or by mail (approximately four to five weeks). The application requires the name and Taxpayer Identification Number of the LLC’s responsible party—the individual who controls, manages, or directs the LLC and the disposition of its funds and assets. For a single-member LLC, the responsible party is typically the sole member. There is no fee to obtain an EIN.
Note: The IRS online application is available only during the hours stated above and must be completed in a single session.
Registering for State Taxes in Wyoming
Wyoming imposes no state income tax on individuals or corporations. LLC members owe no state income tax on their distributive shares of company earnings, and LLCs that elect corporate taxation are not subject to a state corporate income tax. Wyoming also imposes no franchise tax or gross receipts tax on LLC operating revenue.
The principal state tax registration requirement for most Wyoming LLCs is sales and use tax. An LLC that will sell tangible personal property or certain taxable services must obtain a vendor license from the Wyoming Department of Revenue, Excise Tax Division. Registration, return filing, and tax payment are processed through the Wyoming Internet Filing System (WYIFS). The Excise Tax Division provides new vendor information packets and instructions for first-time registrants. Contact information for the Department of Revenue and other agencies relevant to new businesses is available on the Secretary of State’s business permitting page.
| Tax Type | Agency | Registration Method | Fee |
| Sales and Use Tax | Wyoming Department of Revenue, Excise Tax Division | WYIFS | — |
| State Income Tax | — | Not applicable—Wyoming imposes no state income tax | — |
| Annual License Tax | Wyoming Secretary of State | Annual Report Wizard | $60 minimum |
Registering as an Employer in Wyoming
An LLC that hires employees in Wyoming must register with the Wyoming Department of Workforce Services for unemployment insurance and workers’ compensation coverage before work begins. Wyoming operates a monopolistic state workers’ compensation fund; employers may not obtain workers’ compensation coverage through private insurance carriers and must participate in the state program.
- Unemployment Insurance and Workers’ Compensation: Both registrations are processed through the WYUI portal maintained by the Department of Workforce Services. The organizer selects “Register New Business with DWS” under the “Employer Services” section and follows the prompts to complete the combined registration. Under Wyo. Stat. § 27-14-207, any employer subject to the Workers’ Compensation Act must apply for coverage and receive a statement of coverage from the Division before starting work in the state. The Department of Workforce Services new employer page provides additional instructions and the out-of-state questionnaire for companies based outside Wyoming.
- New Hire Reporting: Federal and state law require all Wyoming employers to report each newly hired or rehired employee within 20 days of the hire date. Reports are submitted to the Wyoming New Hire Reporting Center online, by fax to (800) 921-9651, or by mail to Wyoming New Hire Reporting Center, PO Box 27, Ridgeland, MS 39158. The center may be reached by phone at (800) 970-9258.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | Wyoming Department of Workforce Services | WYUI Portal |
| Workers’ Compensation | Wyoming Dept. of Workforce Services, Workers’ Compensation Division | WYUI Portal |
| New Hire Reporting | Wyoming New Hire Reporting Center | newhire-reporting.com/wy-newhire |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (Employer’s Quarterly Federal Tax Return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire. Because Wyoming imposes no state income tax, no state income tax withholding registration is required.