Limited Liability Company
Wyoming has played a foundational role in shaping limited liability company (LLC) legislation in the United States. In 1977, it became the first state to enact laws recognizing the LLC as a distinct legal entity, blending attributes of corporations and partnerships. This innovation aimed to provide business owners with both limited liability protection and pass-through taxation—a balance that supports entrepreneurial activity while managing risk exposure.
Over the decades, Wyoming has maintained a business-friendly legislative environment, with a particular emphasis on legal simplicity, privacy, and structural flexibility for LLCs.
A Wyoming LLC is a separate legal entity, meaning it has its own legal identity apart from its members. This allows the LLC to own assets, enter into contracts, initiate legal proceedings, and bear liabilities independently. One of the defining features of an LLC is the limited liability protection it offers to its owners (referred to as “members”), which typically limits their exposure to the amount of capital invested, barring cases of fraud or misuse.
LLCs in Wyoming can be formed by a single person or by multiple individuals or entities. The formation process is relatively straightforward and can be completed in one to two business days. Wyoming imposes minimal requirements for incorporation, and the associated fees are among the lowest in the United States. Once formed, the LLC must maintain a registered agent within the state and file an annual report to remain in good standing.
Unlike corporations, which are subject to more formal governance structures, Wyoming LLCs operate under a contractual framework. The rights and obligations of members, as well as the operational rules of the LLC, are established in a private document known as the Operating Agreement. This agreement governs how the business is managed, how profits and losses are allocated, and how decisions are made.
LLCs can be either member-managed or manager-managed. In a member-managed LLC, all members participate in day-to-day operations. In contrast, a manager-managed LLC designates specific individuals or entities (who may or may not be members) to handle operations. This flexibility allows members to tailor the governance model to suit the nature and scale of their business.
There are no statutory requirements in Wyoming for holding annual meetings, appointing directors, or assigning officers. The LLC’s internal arrangements, including voting rights, profit distributions, and dispute resolution mechanisms, can be customized in the Operating Agreement. There is also no minimum or maximum capital requirement for forming an LLC.
A notable aspect of Wyoming LLCs is the level of privacy they afford. State law does not require disclosure of the identities of members or managers in public filings. Only the registered agent’s information is made publicly available. This confidentiality is especially valued by individuals and entities seeking to separate personal identity from business activities or reduce exposure to unsolicited inquiries.
Wyoming is distinctive in offering specific legal protections to Single-Member LLCs (SMLLCs), which are LLCs with only one owner. In many jurisdictions, single-member entities face legal challenges in asset protection scenarios. Wyoming, however, extends the same level of liability protection to SMLLCs as it does to multi-member entities.
One key feature is the state’s charging order protection, which is a statutory mechanism that limits the remedies available to creditors. If a judgment is obtained against a member, a court may issue a charging order directing the LLC to divert any distributions due to that member to the creditor. However, the creditor cannot force the sale of the member’s ownership interest or take control of the company. This restriction acts as a deterrent to aggressive collection tactics and preserves the operational integrity of the LLC.
Wyoming LLCs have the flexibility to choose how they are treated for federal tax purposes. By default, a single-member LLC is treated as a “disregarded entity,” and a multi-member LLC as a partnership. In both cases, the entity is considered “fiscally transparent,” meaning the income is passed through to the members, who report it on their personal tax returns. Alternatively, the LLC may elect to be taxed as a corporation (either C-Corp or S-Corp, if eligible).
For non-U.S. residents who are members of a Wyoming LLC, the tax obligations in the United States depend on whether the LLC has income effectively connected to a U.S. trade or business. If there is no U.S.-source income and the LLC is not engaged in business within the U.S., federal tax obligations may not arise. However, members must consider their country of residence, as many jurisdictions tax foreign-sourced income, regardless of where it is earned. Therefore, the overall tax burden depends on the intersection of U.S. tax rules and the member’s local tax laws.
It is also important to recognize that not all countries recognize the pass-through status of an LLC. Some may classify it as a corporation for domestic tax purposes, leading to different tax treatment. Consequently, members should seek professional tax advice to ensure compliance in both jurisdictions.
Due to their flexibility and privacy, Wyoming LLCs are widely used across various industries and functions. They are commonly adopted for:
- Asset Protection: Holding investments, intellectual property, or real estate in a separate legal entity.
- Professional Services: Structuring consulting or freelance operations with limited liability.
- E-commerce and Online Business: Operating platforms such as Amazon FBA or dropshipping businesses.
- Startup Ventures: Facilitating investment, especially in pre-revenue or early-stage companies.
- Holding Companies: Organizing ownership of other entities or subsidiaries in a centralized structure.
- Accessing U.S. Banking and Financial Services: Establishing a legal presence to open bank accounts and apply for merchant processing services.
Wyoming’s approach to LLC legislation reflects a consistent commitment to legal simplicity, flexibility, and privacy. The state offers a well-defined legal framework that supports both single-member and multi-member LLCs, with tailored provisions that enhance asset protection and operational freedom. Its minimal regulatory requirements, coupled with a tax regime adaptable to various business models, make Wyoming a viable jurisdiction for both U.S.-based and international entrepreneurs.
Legal
Country code – US
Legal Basis – Common law
Legal framework – Wyoming Statutes – Wyoming Limited Liability Company Act (Wyoming Statutes – Title 17, Chapter 29)
Company form – Limited Liability Company (LLC)
Liability - The liability of members is limited to the extent of their capital contributions.
Capital – There is no minimum or maximum capital contribution.
Members – A Wyoming LLC may be set up by one or more members, who may be natural or legal persons, resident or non-resident, without limitations. The identity of the LLC members may not be publicly disclosed.
Manager – LLC members may manage the LLC, or alternatively, they may appoint a manager or a board of managers. Corporate managers are allowed. Details are not available to the public.
Registered Address – LLCs must appoint a registered agent with a physical address (no post office boxes) in Wyoming. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
General Meeting – There is no statutory requirement for any formal meetings of members.
Electronic Signature – Permitted.
Re-domiciliation – Foreign entities and other US companies may be continued in Wyoming.
Compliance – Accounting records must be kept and shall be sufficient to show and explain the company’s transactions. The books, records and minutes of the company may be kept in any place or country at the Manager's choice. Delaware requires LLCs to file an Annual Franchise Tax Statement by June 1st. The fee is $300. Delaware does not require LLCs to file annual reports.
- If the company is a foreign-owned single member disregarded LLC and does not have effectively connected income to a US trade or business, only a proforma Form 1120 (with the details of the company only) and Form 5472 disclosing transactional amounts between the LLC and related parties (i.e. members or companies owned by members) must be submitted every April.
- If the company is a multimember LLC, Form 1065 shall be submitted as information return on the income of the LLC to be submitted every March. This is also a substantially simple form.
- If the LLC has effectively connected income to a US trade or business, the nonresident member(s) that is an individual will need to submit an income tax return (Form 1040-NR) in June if an individual. Please note that the individual may need to obtain an ITIN (tax ID for non US residents). If the member is a foreign company, the company must obtain an EIN, and submit tax returns (1120F). If the LLC has US members, such members must report income of the LLC in their respective tax returns.
For LLCs that elect C-Corp tax treatment, a full federal income tax return (Form 1120) must be submitted in April, unless the Corporation has a financial year other than the calendar year (then the 4th month after the financial year end).
- Members not disclosed
- Members not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- - Minimum registered capital
- - Minimum paid up capital
- USD Capital currency
- 100% Foreign-ownership allowed
Taxes
Tax residency – A Wyoming LLC is, by default, treated as a disregarded entity or a partnership for US tax purposes, being a tax transparent and therefore not generally considered a US tax resident entity for double tax treaty purposes.
An LLC that that elects to be treated as a C-Corp for tax purposes is tax resident in the United States.
Taxation – Wyoming limited liability companies are treated as disregarded entities or partnerships for tax purposes.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- - Offshore Income Tax Rate
- - Corporate Tax Rate
- 38% Capital Gains Tax Rate
- 11.4% Dividends Received
- 30% Dividends Withholding Tax Rate
- 30% Interests Withholding Tax Rate
- 30% Royalties Withholding Tax Rate
- 3 Losses carryback (years)
- 5 Losses carryforward (years)
- 7.65% Social Security Employee
- 15.3% Social Security Employer
- 46% Personal Income Tax Rate
- 4% VAT Rate
- 84 Tax Treaties
Country details
The United States of America (USA) is a North American country constituted in a federal constitutional republic composed of 50 states and a federal district.
It is located between the Pacific and Atlantic Oceans, borders Canada to the north and Mexico to the south. The state of Alaska is in the northwest of the continent, bordering Canada to the east and separated from Russia to the west by the Bering Strait. The state of Hawaii is a Polynesian archipelago in the middle of the Pacific Ocean, and it is the only American state that is not located in the American continent. The country also has several territories in the Caribbean Sea and in the Pacific.
With 9.83 million sq. km, and with more than 324 million inhabitants, the country is the fourth largest in total area, and the third in population.
The capital is Washington D.C. New York is the trade and financial center, and the most populated city, with over 8 million inhabitants, and 22 million within its metropolitan area. Other large urban areas include Los Angeles, Chicago, Dallas, Houston, Philadelphia, Miami, and Atlanta, among others. English is the official language of all states and territories, although some of them have their own co-official language.
As it is one of the world’s most ethnically diverse and multicultural nations, there are more than 20 languages with an important number of speakers, such as Spanish, Chinese, French, German, Tagalog, Vietnamese and Italian, among others.
The United States is a constitutional, democratic and representative republic. In the US federalist system, citizens are generally subject to three levels of government: federal, state, and local; The duties of local government are commonly divided between the county and municipal governments. In almost all cases, executive and legislative officials are elected by direct suffrage of the citizens of the district.
Its official currency is the US Dollar (USD), which is the most traded currency, the world’s primary reserve currency and the currency used in the international markets for commodities such as gold and petroleum.
The USA is the largest economy worldwide in nominal terms and the second, after China, in purchasing power parity terms, home of the largest multinationals and well-known brands worldwide and leader in technological innovation and scientific research.
It has a mixed capitalist economy, characterized by abundant natural resources, like coal, natural gas, oil and uranium, developed infrastructure and high productivity.
Its economy is mostly based on the services sector, but it maintains large and competitive industrial sector, specialized in high technology, where the chemical, military, energy, oil, metallurgical, steelworks, automotive, aeronautics, electronics and IT are the largest.
It is the third largest oil producer in the world, as well as the largest importer. It is also the first world producer of electric power and nuclear power, as well as liquefied natural gas, sulfur, phosphates and salt. Despite primary sector accounts about 1% of its GDP, the country is one of the world’s largest producers of a wide variety of agricultural, livestock and fishing products.
Regarding the services sector, the largest of the USA economy, its most important activities are banking, insurance, education, healthcare, research, transport, trade, and tourism.
The US financial market is the most extensive and the most complex worldwide and stands out for its influence in any economic decision at an international level. New York is the most important financial center worldwide, the New York Stock Exchange (NYSE) is also the largest world’s capital market and the NASDAQ is the third one. The USA is also the second most touristic country worldwide, ranking 2nd, after France and ahead of Spain.
Wyoming is located in the western region of the country. It limits to the north with Montana, to the east with South Dakota and Nebraska, to the south with Colorado, to the southeast with Utah, to the west with Idaho and to the northwest with Montana. With 586,107 inhabitants, is the least populated state and with 253 336 sq. km, the tenth largest. Its capital and the most populated city is Cheyenne with about 65,000 inhabitants.
Two-thirds of the western territory is mostly covered by the Rocky Mountains, while the rest east of the state is prairies of great heights above sea level known as High Plains. Almost half the land of Wyoming is owned by the US government, making Wyoming the sixth largest state in the hands of the federal government.
These federal lands include two national parks - Grand Teton and Yellowstone - two national recreational areas, two national monuments, as well as several national forests, historical sites, fishing areas and protected wildlife areas.
The mineral extraction industry, especially coal, oil, natural gas and high-chair-along with tourism are the main drivers of Wyoming's economy.
Traditionally, agriculture had been an important component in its economy. Its current importance in the state economy has faded. However, agriculture remains an essential part of their culture and lifestyle.