LLC Statutes in Wyoming

by Joseph Scrofano

LLCs are recognized business entities in all 50 states and the District of Columbia. Each state has a set of laws that govern LLCs. In 1977, Wyoming was the first state to pass legislation that recognized LLCs. LLC statutes in Wyoming set out the substantive rules for forming, operating and dissolving an LLC. The Wyoming Secretary of State enforces the substantive laws for LLCs in the state.

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Filing Requirements

Prospective LLC owners, who are known as members, must draft and file articles of organization with the Wyoming Secretary of State. The members must file two copies of the articles accompanied by a $100 filing fee. The articles must contain the LLC’s name, a Wyoming business street address and the name and address of the registered agent. The articles must also include the duration the LLC will exist, the LLC’s purpose and the registered agent’s signature with a statement consenting to appointment as registered agent.

Registered Agent Requirements

The registered agent is someone who the members grant authority to accept important legal mail on behalf of the LLC. The registered agent receives important correspondence from state agencies, like the secretary of state. In addition, if someone sues the LLC, that person must serve lawsuit papers -- usually the complaint and a summons to come to court -- on the registered agent. The registered agent’s address is the registered office for the LLC (although it might not be the LLC’s principal place of business). Under Wyoming Statutes, the registered agent must either be a resident of Wyoming or a business that the Secretary of State has authorized to transact business in the state.

Name Requirements

Wyoming State Statutes Section 17-29-108 sets specific requirements for how members can choose an LLC’s name. The members must include the words “Limited Liability Company” or the letters “LLC” in the name. In addition, the LLC cannot have a name that is “the same or deceptively similar” as a trademark or service mark registered in Wyoming. Also, members must search the secretary of state’s records of registered businesses to ensure that the LLC name differs from the names of other registered Wyoming business.

Annual Requirements

Once the members organize an LLC, they must follow certain annual requirements. Each LLC member must report the profits and losses of the LLC on their personal income taxes if they elect to get taxed like a partnership. In addition, they must submit an annual report to the secretary of state. This report is due on the anniversary of the date they filed the articles each year. As of 2010, they must pay a $50 flat fee with the annual report, or $.0002 per dollar of capital employed in Wyoming, whichever is greater.