Registration of an LLC in the United States is a particularly popular strategy that offers an attractive combination of tax advantages, privacy and easy access to global banking and payment systems.
The state of Wyoming is one of the most attractive ones in this regard. Not only is LLC registration and maintenance less expensive here than in the better known Nevada or Delaware, but Wyoming offers the most privacy of all states. The only information that is public is the existence of the company. All these and more are good reasons to consider remote registration of an LLC in the US state of Wyoming.
Interestingly, the US remains the only developed country that does not participate in the automatic exchange of information initiated by the OECD.
It is no secret that the US is one the world’s most prominent “offshore financial centers”. US banks are generally not required to report account holders’ information to anyone, with a few exceptions that we address in other articles. All efforts made by the American financial regulators to “strangle” offshore business are no more than attempts to eliminate competitors and bring more business to the good ole’ USA.
At the same time, a number of states offer companies particularly favourable tax conditions (as in zero state taxes and zero sales tax), which makes the registration of an offshore LLC in Wyoming for active business an extremely worthwhile option.
Nevada, Florida and Delaware are especially popular among the states dubbed “tax havens” within the United States (to call a spade a spade, they are offshore havens!). The popularity of the state of Wyoming has not yet reached its peak, but its tax structure is considered the best in the US by the Tax Foundation in terms of a favourable environment for business.
Advantages of an LLC Incorporation in Wyoming
An LLC is the most popular business structure in the United States – and for good reason. It combines the best properties of the corporation and partnership. An LLC in Wyoming enjoys a partnership tax structure while retaining limited liability.
Advantages of the offshore LLC in Wyoming:
- Limited liability and asset protection. The LLC in Wyoming is well protected by the law which provides for limited liability even if an LLC has one member only.
- Privacy. An LLC in Wyoming is not obliged to provide the owners’ personal data, which ensures the confidentiality of the business itself and the personal safety of its owners.
- Special ownership structure. Unlike corporations, an LLC in Wyoming is “divided” into percentages rather than into shares. The percentage of ownership must be specified in the Operating Agreement, which is a completely private document, not filed anywhere. The company’s members can obtain membership certificates which will be documentary evidence of their contribution to the company.
- A particularly beneficial tax system. An LLC in Wyoming is taxed as a partnership, meaning that all profits are transferred to the company members and regarded as private income. Provided you are not a US resident, and the income is not sourced within the US, you are therefore not taxable in the US on this income. Tax may be due in your place of residence.
The main characteristics of the offshore LLC in Wyoming:
- The name of the LLC in Wyoming shall include the following words or abbreviations: Limited Liability Company, LLC, L.L.C., Limited Company, LC, Ltd. Liability Company, Ltd. Liability Co. or Limited Liability Co.
- Pre-reservation of the LLC name in Wyoming is not required. You can check if a particular name is free on the Wyoming Secretary of State’s website.
- A Wyoming LLC must maintain a resident agent (official address for legal service) in the state of Wyoming at all times. This resident agent may be an individual or a company. Offshore Pro Group provides Wyoming resident agent service for international clients and has done so for many years.
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Reporting and Taxation of an LLC in Wyoming
Wyoming is one of the few states in the United States where there is no state income tax for individuals nor legal entities.
Please note:
- If an LLC in Wyoming employs workers, employer taxes will apply. First of all, an LLC will need to obtain an Employer Identification Number (EIN). You may also need an EIN to open a corporate account with the bank.
- If an LLC sells goods to customers in Wyoming, the company must pay a sales tax. To do this, register with the Department of Revenue (DOR) by filling out the ETS 001.1 form. A special licence will be issued following registration.
- An LLC has to submit an annual report. This can be done online, and will normally be carried out by your Resident Agent. In fact, the annual report confirms the relevance of information about the company (name, registration agent, address, etc.) or states changes.
- The annual report is submitted on or before the first day of the company’s anniversary of its operations. For example, if the LLC was established on June 15, the report must be submitted before June 1 of each year.
- An offshore company in Wyoming is required to pay an annual fee along with the report filing. Its amount depends on the assets held by the company in Wyoming. The minimum amount is USD 52. If the amount of assets exceeds USD 250,000, the contribution will equal USD 0.0002 per dollar of the company’s assets.
- If an LLC fails to submit the report on time or pay the annual fee, the State Secretariat may dissolve the company within 60 working days. It is still possible to restore a company to the register after this, but the costs will be substantial. Therefore it’s important to pay the annual franchise tax on time and not leave filing until the last moment.
- A special authorized person must sign the report. However, it need not be a member of the limited liability company — it may be a person specially appointed to perform this function. The Resident Agent can perform this service.
- A separate registration of the LLC may be required to carry out business activities in other states (for example, if the company is selling on a marketplace like Amazon). The terms and conditions depend on the state as each of them has their own requirements.
LLC Registered Agent in Wyoming for Non-Residents
The presence of a registered agent in Wyoming is a prerequisite for an LLC established in the state by a non-US resident. The registered agent is the company’s main legal point of contact. Any information from the Wyoming authorities will be sent to the registered agent’s office. If a lawsuit is filed against the company, the notice will also be sent to the registered agent’s address.
You can easily change the registered agent if you ever need to. It is sufficient to designate a new registered agent by filling out a special application form (Statement of Change by Business Entity) and filing it with the Wyoming Secretary of State.
LLC Operating Agreement in Wyoming
The Operating Agreement is an essential element in the process of establishing an LLC in Wyoming. The Operating Agreement is the main “rulebook” of the company:
- It lists owners/members of the LLC and the extent of their participation
- principles of carrying out the activities by the LLC
Main characteristics of the Operating Agreement:
- This is an internal document that is not submitted to any government agency.
- It is not publicly available.
- The drafting of an Operating Agreement is not subject to any specific legal requirements.
- It is executed solely to meet the specific needs of an LLC in Wyoming.
The Operating Agreement contains information about the company members and the share in the company that each of them controls. The Operating Agreement also specifies the rights and obligations of the company members and the procedure of selling or transferring their memberships in the company to another person.
The LLC Operating Agreement also describes the company’s management structure and clarifies the rights and obligations of the Managers.
Another important thing that the Operating Agreement should define, is the procedure for its amendment if needed in the future. Generally, unanimous agreement of the Members is required for changes to the Operating Agreement.
At Offshore Pro Group we offer a standard Operating Agreement specifically designed for LLCs controlled by non-residents. This standard Operating Agreement is included in all Wyoming LLC packages and should be sufficient for most clients. In certain cases, we can assist in drafting of tailored Operating Agreements for specific purposes.
Bank Account for an LLC in Wyoming Controlled by Non-Residents
Most non-residents setting up a Wyoming LLC will wish to open an account in a US bank. You generally need to open a bank account in the US to do business in the United States and abroad on behalf of an American company. (Exceptions might include things like property holding companies). Offshore Pro Group specialists can help you find the most suitable bank and open an account for the offshore LLC in Wyoming. You can use our free advice or contact us directly by email.
Depending on the type of business, it may be possible to open an account in a US online bank such as Mercury or Revolut USA. It may also be possible to open an account in a major US bank such as Bank of America or Chase. Usually for a major bank, it’s necessary to add a US-based co-signer to get the account opened, and we provide that service.
A third US banking option is for those willing to make as larger deposit (above $50,000) then remote account opening is possible at various mid-size US banks. There are also US banks that work specifically with certain ethnic communities and they can be good options too, especially if the bank you work with in your home country has an affiliate bank in the USA.
Cost of an LLC Registration in Wyoming:
- the cost of LLC registration in Wyoming starts at 2000 USD
- Optional accounting services (Business Tax Filings etc) – from USD 2,000 a year, depending on the complexity
- virtual office – USD 200 a month
- registered agent – USD 300 a year
- scanning of incoming correspondence – on request
The Procedure for Registering a LLC in Wyoming (Remotely)
The standard procedure consists of three main steps.
The main stages of LLC incorporation in Wyoming:
- You decide to register an LLC in Wyoming and contact us by email at info.en@offshore-pro.info for professional support.
- You pay for professional support related to the remote opening of an LLC in Wyoming. Payment can be made by bank transfer, using cryptocurrencies, by card, through Pay Pal or WebMoney, and with the help of Western Union.
- Preparation of all required documents (see below). Our friendly assistants will be able to guide and manage the document collection phase for you.
The minimum list of documents for LLC registration in Wyoming:
- A notarized copy of your passport (the page with photo and signature) and a second ID with a photo (e.g. driver’s license) from the (beneficial) owner and all members/managers of the LLC in Wyoming.
- proof of residential addresses of the (beneficial) owner and all company members/managers (e.g. utility bills not older than 3 months)
- a brief summary in English of the source of funds for the (beneficial) owner and all members/managers of an LLC in Wyoming.
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We value your trust, so we will do everything to ensure that you never regret your choice. We wish you success in all business endeavours!
