Wyoming LLC requirements fit on a single state form. Wyoming wants a name with an LLC designator, a registered agent with a physical address in the state, two company addresses, articles of organization signed by an organizer, and the filing fee. The form does not ask about citizenship or residency, and it does not list the members. If you are starting a business in the USA as a foreigner, or you run an established business abroad and want a US company for American clients, that short list covers the state filing.
The five points below set out what Wyoming asks for before it forms an LLC, drawn from the Secretary of State’s articles of organization form.
The five Wyoming LLC requirements
- A name with an LLC designator. The name must include LLC, L.L.C., Ltd. Liability Company or a similar designator. It will follow the company onto its EIN confirmation and bank paperwork.
- A registered agent in Wyoming. The agent can be a Wyoming resident or an entity authorized to do business there, with a physical Wyoming address. A PO box is accepted only in addition to that address. Official notices for the company go to the agent.
- A mailing address and a principal office address. The form asks for both. Use them consistently on the EIN application and bank forms later.
- Articles of organization signed by an organizer. This is the formation document, carrying the details above and the organizer’s signature.
- The state filing fee. The articles form lists a $100 filing fee, paid by card for online filings.
What the state does not ask for
The residency rule on the form applies to the registered agent. Owners face no such condition, and nothing on the articles asks about citizenship or visas.
Member names are not on the form either. Ownership is set out in internal documents, typically an operating agreement between the members. That agreement is not filed with the state, although banks commonly ask to see one. Wyoming also has no state income tax.
What comes after formation
The EIN
The company needs an Employer Identification Number, the 9-digit number the IRS assigns for tax filing and reporting. Banks commonly ask for its confirmation letter, usually called the CP 575. The online application is open only when the principal place of business is in the US and the responsible party, the person who ultimately owns or controls the company, has an SSN or ITIN. Otherwise you apply by phone, fax or mail with Form SS-4. The phone line serves international applicants, fax generally returns the EIN within four business days, and mail is slower. If you have no SSN or ITIN and are not eligible for one, line 7b takes “foreign”, so you do not need an ITIN just to get the company’s EIN. The IRS charges no fee for it.
The annual report
The annual report is due every year on the first day of the company’s anniversary month, the calendar month in which it was formed. It carries a license tax of $60 or a figure based on assets located and employed in Wyoming, whichever is greater. If it is not paid within 60 days of the due date, the company becomes subject to dissolution, so calendar it early.
Form 5472
If the LLC is wholly owned by one foreign person, the IRS treats it as a corporation for Form 5472 purposes, and failing to file on time carries a $25,000 penalty. Each year the company files a pro forma Form 1120 with Form 5472 attached, reporting transactions with its owner, such as contributions and distributions. For a calendar year the due date is April 15, and Form 7004 filed by then extends it. This annual federal filing is best reviewed by a cross-border tax professional.
FinCEN’s current rule exempts companies created in the United States from beneficial ownership (BOI) reporting, so a Wyoming LLC with a non-US owner does not file one.
All of this can be handled directly with the state and the IRS. CORPBOLT, a business formation service for founders outside the United States, handles the Wyoming filing, the registered agent and a US business address, can take on the EIN application for owners without an SSN, and prepares the documents banks ask for. The decision on any account stays with the bank.
