Limited Liability Company
Wyoming has always had a pro-business policy. They were the pioneers of the LLC in 1977, when they combined a partnership and a corporation to create a hybrid legal entity called a Limited Liability company – whereby the owners of the LLC would be limited in risk of losing (like a corporation) but benefitting from the pass-through federal taxation and flexibility of a partnership.
Thereby enabling businesses to flourish because owners could act without personal risk in the new business venture.
Wyoming LLCs are flexible structures, their owners can freely determine in the operating agreement, how the LLC will run. There are minimal company structure requirements for its management, nor are there provisions for company meetings, directors, secretary, or capital.
It may be formed by the only person and may be managed by its members or employees without an ownership stake.
Wyoming LLCs are private entities. Details of its members, managers or officers are not disclosed in a public registry.
In addition, Wyoming is the only state with specific laws protecting the interests of the members of Single-Member LLCs. Wyoming has spent the time to consider the rights and protections of their Limited Liability Company, and it is reflected by having the strongest legislative law in the nation.
The only state in the US which provides single member LLCs ownership charging order protection in Wyoming. A charging order is an order by the court directed to the LLC ordering it to send all distributions that would have gone to the owner/debtor to the judgment holder instead. This limitation can make it more difficult for a creditor to collect on their judgment because the creditor will not be able to force the debtor to sell his ownership interest in the company.
The incorporation procedure is simple, straightforward, and it can be done in as little as 1-2 days. Wyoming LLCs also benefits from the lowest incorporation and maintenance costs of the US.
Wyoming LLCs may elect to be treated as a C-Corp (subject to corporate tax) or be fiscal transparent entities. Profits of an LLC that elects to be a fiscally transparent entity, is considered to be transferred to its members and taxed at the personal level. Members pay personal income taxes on LLC profits proportionally to their share of participation in the LLC, whether distributed or not.
This means that a Wyoming LLC is not seen as a separate entity for taxation purposes, and therefore if its members are non-US tax residents they will only be required to pay taxes in the US on income sourced from the US.
Although, if their country of residence taxes foreign-source income, the members may be subject to pay taxes on all foreign profits in their home country of residence, if it is required by the legislation of that particular country.
If its members are tax residents in a no tax or territorial tax country and no income is sourced from the US, they may operate with a Wyoming LLC fully tax-exempt while benefitting from the reputation of a US incorporated entity.
It is important to note that certain countries do not recognize the pass-through status of an LLC, if the LLC is deemed to be tax resident in one of such countries, it may be subject to corporate income tax.
Wyoming LLCs are commonly used for asset protection, e-commerce, Amazon FBA, professional services, banking in the US and get access to merchant accounts, for startups and as a holding company.
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.