This page can serve as your one stop shop for everything Wyoming has to offer. Wyoming
LLCs, LLPs, S-Corps, DBAs,
How to File An Annual Report,
Obtain Your EIN,
Move Your Company to WY, &
More. Complete the contact form below if you have any questions and the order form when you are ready to begin.
Doing Business in Wyoming
Deciding on a corporate entity is as important as deciding which state to incorporate in. This page discusses the different corporations available in Wyoming. For a discussion of
Wyoming versus Nevada click here, and
WY versus Delaware here.
There we compare taxes, fees, privacy and more. Do know we firmly believe WY offers the best value. We don't sell WY because we live here, but live here because it is the best state for doing business.
Why shouldn't you choose a DBA?
Understanding the reasons against this common arrangement will provide a solid foundation for understanding the benefits and nuances of your other options.
DBA stands for "Doing Business As". That is, you are an individual, but you are allowed to use a separate name when you do business. The benefit is you appear more professional than when you use your personal name. This is where the benefits end, though. The drawbacks are:
You are fully liable for the debts of the business. This means not only leases, but potential lawsuits. If your company makes an error there is no limit to what you can lose individually. Your car, home and everything else are at risk.
All income is subject to federal employment taxes. This means you pay not only your personal income tax rate, but also 15.3% for Medicare and Social Security. With a corporation, after you have paid a reasonable salary, the remaining profits may be distributed as a dividend. This occurs at a much lower tax rate. Alternatively, you may reinvest the money and have it compound at a lower tax rate.
Inability to expand: You cannot sell a percentage of the DBA to anybody else, nor offer it to an employee as compensation.
Not Professional: While more professional than operating under your personal name, someone performing a business search will see you are not a “real” company.
Those are the disadvantages, but the fees are the same. So why pay the same and receive so much less? Many of these same drawbacks apply to a sole-proprietorship which we cover next. The two most alternatives are a limited liability company or a traditional corporation.
It has relatively few formalities and legal restrictions. You have complete control of the business and you are the sole recipient of any profits. There are no other owners. These same benefits can be achieved via forminga an LLC or Corporation. Operating as a sole-proprietorship has the following downsides:
For tax purposes, the IRS treats you and your business as one entity and your reporting goes on one tax form. If the business loses money you can deduct that on your tax return against any other income you may have made that same year. This means all income is subject to self-employment taxes.
You are also fully liable for any and all business debts. If your business is unable to cover its own expenses, creditors can pursue your personal assets, including your home and car. Your personal assets are not protected from lawsuits. You can lessen the risk of liability in the case of physical loss or personal injury by purchasing business owner's insurance.
Your ability to raise capital will also be restricted. If you borrow money for the business, the bank will require you to sign for the money and will use your personal assets for security. You will be required to make payments whether your business is making money or not.
The life of the business terminates with the death of the owner. There can be significant problems with estate planning and disposing of the business. The sole proprietor cannot deduct things like defined-benefit pension plans, insurance expenses and health-care benefits. It is also difficult to attract good management to a sole proprietorship.
You need to file the licenses required in your area for a business to operate. If you are operating under anything other than your name, you will need to register the name of the business too as a trade name with your state's revenue department. Usually this fee is equal to the cost of forming an llc.
Key considerations to take into account when you decide which legal form your business will take include income and tax implications, the ability to raise capital and limiting your liabilities. If you are in the business alone and you do not need much capital then this form of business will suit your venture despite all its problems. You will want to discuss this with your lawyer to make sure that you completely understand the implications legally and whether any other legal form of business would be better suited to your venture.
Small Service Business - To Incorporate or Not?
In starting a small service business, one consideration is whether to incorporate a business or form a Limited Liability Corporation (LLC). Incorporating a business is not expensive and can be done online. Limited Liability Corporations can also be completed over the Internet. The USA Government Business web site has documents and information by each state for business incorporation.
Although a little more costly, it is preferable to use a local Attorney for this process, as he/she is familiar with state laws. Some Certified Public Accounting firms provide business incorporation services.
Small service business owners that are not incorporated have a lot of flexibility, especially with income monies. The owner operates in a sub-contractor manner and usually will not keep adequate records, if any. This tends toward a distinct disadvantage.
Commonly called "operating from the wallet", the owner draws or spends money the business cannot afford to pay. Bills fall into arrears and tax problems arise. This lack of accountability eventually leads to the demise of the small service business.
Advantages of Incorporating
When a small service business is incorporated, records are more likely to be maintained by someone other than the owner. Each employee, including the business owner, draws a paycheck, tax records are controlled, and taxes are paid. Forms are filed on time and records of expenses are maintained and obligations met.
Year end tax forms are usually made out by a CPA, which is a "check and balance" for accountability. With this outside help, the owner is free to do his/her job with only a little supervision of records. In this atmosphere the small service business can grow and prosper.
A corporation is a sole entity with assets completely separate from the owner. Thus, if legal suits arise, the corporation is liable, not the owner's assets. This is a huge advantage for incorporating a business or forming a LLC in today's "sue-happy" society.
Incorporation of a business lends itself to integrity with the business community at large. Having a Federal Identification Number (FIN) is almost a status symbol for a business. The cost of business incorporation is minimal. Costs for the state of Oklahoma vary from $150 to $350, for example. Legal counsel of an attorney is not required, although it is preferable. Fees for a CPA firm for tax filings are not exorbitant and most accounting offices will work out a payment plan.
There are few disadvantages to incorporation. Having to be accountable seems to be the biggest hindrance for most people.
The difference between an LLC and a Corporation
Each state determines the laws governing their companies. Corporations have been in existence for several hundred years. As a result, there exists a similar amount of case law governing them. This fact has led to relative uniformity between various State’s corporations. Limited Liability Corporations, however, only came into being in the 1970’s.
What are the major differences?
Corporations may only be taxed as corporations.
LLCs may be taxed as a corporation or treated as a disregarded entity. Takeaway: The ability to avoid double taxation is a benefit for LLCs which Corporations do not enjoy.
LLCs have charging order protection. This makes it impossible for creditors to seize your membership interest or force a distribution. Corporations do not enjoy this benefit, and would need an
asset protection trust
to establish something similar.
Corporations have shares/stock and LLCs have membership interests. This means corporations may have different share structures (preferred etc.) Take Away: Corporations may offer different share classes. This means economic ownership and voting rights can be separated. Corporations also find it easier to sell or distribute shares than LLCs find it to distribute membership interests. This means Corporations are the go to entities for those looking to raise outside money or those wanting to distribute stock-based compensation to employees.
Corporations have a defined management structure and require a board of directors. LLCs have more flexibility and do not have a board.
Wyoming was the first state to allow LLCs in the USA. It has continued its leading edge to this day. Some of the benefits you can expect form Wyoming include, but are not limited to:
Privacy: The owners and managers of an LLC are kept anonymous. Only we know who owns and operates the LLC. This can be useful for just general privacy worries and for fighting creditors, or merely those who do not wish you well.
Asset Protection: Wyoming has the strongest asset protection laws - including charging order protection for single member LLCs.
State Taxes: Wyoming does not tax corporate profits. This benefit is not limited to companies solely with operations in Wyoming. It is available to companies throughout the US.
Administration: Wyoming LLCs face reduced rules and regulations. This benefits smaller businesses the most because they least have the ability to pay for attorneys and accountants to stay in compliance. We also allow for Close LLCs which have even fewer requirements.
Fees: Wyoming has among the lowest fees in the nation. We charge $199 to start a company and then only $52 for your annual fee plus your registered agent. Compare this to Nevada which has hundreds of dollars in additional fees.
While we generally recommend LLCs there are situation where traditional c-corporations are superior. Wyoming is also superior to Nevada and Delaware in large part due to their significantly lower fees.
Privacy: Corporations are required to list an officer on the public record. Luckily, though, WY allows for nominee officers. This allows you to maintain your privacy.
Asset Protection: Corporations are separate entities from their shareholders. This means owners are not liable for corporate debts.
State Taxes: Wyoming has no taxes on corporate income. Form a holding company with us and divert your profits to where they will not be taxed.
Administration: Wyoming allows close corporations. This means no board of directors and fewer reporting requirements.
What is a Tax ID Number?
Everyone has become used to the social security number. You cannot seek employment, apply for credit or open up a bank account without it. In some of your research while starting a business, you may have come across information telling you that you should have a federal employer identification number or tax ID number for your business. Depending on the type of business you're operating you may or may not need a Federal tax ID number for your business.
For most small businesses that file as a sole proprietorship, you can use your social security number to identify your business on tax filing. However, there are certain situations where you will need a federal employer identification number or text ID number. First of all, no financial institution will allow you to open up a business account without a Federal tax ID number for your business. Second of all, if you are planning on hiring people as employees you will need a federal employer identification number. This also holds true if you are a business that will sell and collect sales tax. Many states also require that you register with them and get a separate ID number. You will also need a federal tax identification number if you plan on starting a corporation or if you are forming any kind of partnership.
The good news is that you can apply for a Federal tax ID number online with the IRS . They will usually provide you with a temporary identification number which, if approved will be your permanent ID number. I currently hold to Federal tax ID numbers. One of the tax ID numbers is for my business, while the other one is for a political action committee. In order to file online simply go to the IRS website and search for the section for business.
Filing for Your Employer Identification Number (EIN/TIN) Online
You may obtain your EIN yourself via the IRS website. The whole process takes approximately twenty minutes. Or you may retain us. We charge $100 for US Citizens and $175 for a Foreign EIN. Note, foreigners cannot obtain an EIN themselves as they require a Third Party Designee.
- Go to the IRS website and press the “Apple for an Employer ID Number” button
- Click the “Apple Online Now” button (Have your SSN, EIN, or TTIN ready).
- The next page has a few rules about applying online. Remember to finish your session all at once. There is no saving progress and coming back later.
- Choose the entity you need a TIN for:
- Review the submitted information and press “Continue” again.
- Answer the questions about the number of managers/members and the company’s location.
- Confirm everything is correct before pressing the “Continue” button.
- Choose why you’re applying for an EIN. So you know, most choose “Starting a new business” or “Banking purposes”.
- Fill in information about who is requesting the TIN/EIN. Choosing individual will require a SSN or TTIN, whereas choosing “Existing business” dictates an already existent EIN.
- Fill our the questions and click the “Continue” button.
- Fill out details such as start date, location and more. Don’t panic, this information remains between only you and the IRS. It will never go into a public database.
- There are finishing questions, such as if your organization handles alcohol, gambling or intends to give out W-2s.
- Choose a sector
- Detail the nature of business
- Choose how to get your new EIN. The online option provides immediate access. Mail is probably a left over option as it provides no obvious benefits.
- Confirm everything one last time and you are finished!
The above process is a bureaucratic hassle, but is the quickest, and only, way to get it for free. If doing it yourself isn’t your style, then feel free to place an order or contact us for more information. We are happy assist companies, regardless of whether the share holders are from the U.S.A. We hope you found this useful, and enjoyed finding out how to get your Taxpayer Identification Number online for free.
Filing an Annual Report
Companies must file their Annual Report every year. The charge for most companies is $50, plus two dollars for paying online. You may file online here with the Wyoming Secretary of State. If you choose this option, make sure you use a MasterCard or Visa and have your Filing ID (you’re able to search for it if you don’t). You can also send it in via traditional mail with a money order or check.
To do that, you can send your report here:
- Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Amending Annual Reports
You CAN amend your annual report! Submit a Change of Officers/Directors form or contact the Business Division at Business@wyo.gov for any other changes.
While filing online has its advantages, it comes with a convenience fee on top of your license tax. The way the license tax is calculated 43 is by choosing the greater number between $50 and two-tenths of one million on the dollar ($0.0002) on your Wyoming assets. Thankfully for non-profits, they’re only charged $25.
These advantages make Wyoming the preeminent destination for incorporating.
Learn more about how we differ from Nevada and Delaware by clicking the respective links. We also have articles on establishing a corporate nexus, a non-profit, and a sole-proprietorship.
Annual Report License Tax
$25 to $100
$101 to $250
$251 to $500
NOT ABLE TO FILE ONLINE
Wyoming Secretary of State
There are no late fees for missing the license tax, but naturally, Wyoming will begin the process of dissolving your business. If this were to happen, seeing as you’re no longer a business, conducting that business in Wyoming will not be permitted.
Annual Reports for corporations, non-profits and limited liability companies are due on the first day of your anniversary month. So say you filed for the company on October 22, October 1 would be the first day of your anniversary month! The date for Statutory Trusts is January 1.
How Do I Move a Company to Wyoming?
Many people moving their companies to Wyoming because they feel it is here they are treated best. There are several options for moving your company to Wyoming. They are:
- F-Reorgization - Simply form a new company with the same name as the old one. You may continue using the same EIN and let the old company dissolve. Inform the IRS of the change when you next file taxes. This is not a taxable event.
- Domestication / Continuance - Continuance allows you to move a company and maintain its original start date. This can be useful when you are bidding on government projects or looking to establish credit. We can help you with all the steps on the process. They include obtaining certified copies of your company's articles, any amendments and a resolution authorizing the transfer. The time depends on the other State's Secretary of State. Once we have all required documents everything is finished within seven business days.
Steps to relocate a company to Wyoming:
If you retain our services for $150 then we perform the following steps for you. If you want to do it yourself, then tell us and we will provide a registered agent consent form. If you have a certified copy of your documents already, they must include all amendments and be dated within the last 6 months.
- First, you must order a certified copy of your articles of incorporation or articles of organization and certificate of good standing.
- Fill out the Wyoming Articles of Domestication
- Receive an originally signed copy of a a registered agent consent form
Here are some details to look out for while filing in Wyoming:
- Date of formation is the same as your company
- You must have the original signature on the Consent to appointment of registered agent form.
- Corporations must list their duration period.
- You must list a general purpose clause before your forms will be accepted.
- It is required that corporations list their president, secretary, treasurer, and one director, however, you don’t need vice president filled.
- It is not required that LLCs list members or managers.
- Nevadan Companies: You document the number of shares you authorize here. You typically only issue 60% of the shares to yourself.
- With our registered agent service, you can list our phone number, email, and address after your signature.
Send the filing to the Wyoming Secretary of State. You will need:
- A Nevada Certificate of Good Standing and Certified Copy of your articles
- The Articles of Domestication
- Registered Agent Consent form
- Send in one originally signed and original set of paperwork.
- A Check for $100 made out to the Wyoming Secretary of State
- Mail everything to: 2020 Carey Avenue Suite 700 Cheyenne, WY 82002-0020 If you have any questions the Wyoming Secretary of State phone number is 307-777-7311 and email is firstname.lastname@example.org Unlike the Nevada Secretary of State, you’ll find our state workers answer the phone right away and you will get your answers dealt with right away. We have a different idea of service levels here in the Cowboy State.
- You’ll get the copy that you sent in, stamped and mailed back to you or emailed back in about 3-5 business days after they get it. You can do a Wyoming Business Name Search here to see your business name registered in real time. There’s no delay from when a state worker approves your filing to showing up online.
Dissolve your Nevada LLC or Nevada Corporation:
The Secretary of State used to care if your Nevada LLC or corporation was dissolved or not, but this policy has changed. Wyoming does a great job making things easier on business owners. You used to have to spend copious amounts of time obtaining notarized articles of domestication. It was also required that you posses a copy of the dissolution filing. However, this put businesses under too much strain, so Wyoming got rid of the requirement, making this process significantly less complicated. Nevada does not share the belief that business affairs should be as easy as possible. They have dissolution filing fees from $50 to $100 in order to hit businesses hard as they’re going out. Some business owners chose to officially dissolve their Nevada LLC or corporation because they want it to be a closed, done deal. So, they go through the process of corporation dissolution. However, many simply don’t care. It’s your choice whether or not you want to dissolve your Nevada company officially or not. No matter your choice, Wyoming won’t care. When you miss the annual report date of your Nevada company, you will gain default status which will turn to revoked status after one year. After this, the state of Nevada views your company as finished.
Benefits of Wyoming Company vs a Nevada Company
While it may seem tedious to make the slow transfer from Nevada to Wyoming, it will be beyond worth the work because there are so many benefits to having a Wyoming LLC or a Wyoming Corporation instead of a Nevada company. The annual fees are much cheaper in Wyoming. The annual report fee alone being $50 per year makes up for the extra work. Nevada has extra income tax return which Wyoming does not, and Nevada is less private than Wyoming. Nevada charges LLCs $325 per year and corporations $500+ per year. Additionally, Wyoming provides certificates of good standing for free instantly, and a certified copy is only $3.00.
View a comparison of Wyoming and Delaware companies here.
- Our goal is to provide you with the highest quality services we can. We will never try to cheat you or sell you something you don’t need. We put effort into pages like this to help you trust us and gain an understanding of the work we do.
- Our prices are the cheapest in the state. Again, because we aim to please and help you.
- We offer a unique Wyoming phone number for a mere $10 per month.
- We offer a unique Wyoming business address for only $50 a year.
- Our Wyoming Virtual Office plan is only $30 a month.
- Our Wyoming Mail forwarding is only $50 a month.
- We will never be shifty or unprofessional!
Wyoming Corporate Nexus
What’s a business nexus and why does it matter?
A Corporation, or LLC, nexus can be thought of as a headquarters. It is the point through which all aspects of the company operate. Some of these aspects include a bank account, the listed mailing address and phone number, and where any property is located.
Understanding where your company’s nexus is is important for tax reasons. If you can reasonable establish that your corporate nexus is in Wyoming, then you will be subject to WY tax laws rather than the state you’re currently operating under. You will also benefit from the increased privacy afforded to Wyo LLCs as compared to other states.
What are the tax auditor’s thoughts on a nexus?
There are almost as many states as there are definitions of nexus. A general guideline can be found here:
the selling, procuring or buying of property or services;
enforcing and exercising contract rights; and
maintaining a place of business;
As you can see this is a fairly broad interpretation. The important take away is that a nexus should have a legitimate business consideration other than avoiding taxes. If the reason is defensible then you are likely in a situation where you could benefit from incorporating in Wyoming.
Public Law 86-272 Exemption (15 USC 381)
The U.S. Congress passed a law in1959 which prohibits states from collecting tax where an entity’s actions are kept to soliciting orders sent outside their State for conditional approval. Once approved, the orders are fulfilled entirely from a point outside the State in question. Understand this exemption applies solely for companies selling tangible personal property. This makes it unavailable for for firms offering a product or other such service.
Passing The Physical Presence Test
A majority of challenges in court tend to focus on whether corporations from other states are forced to pay local sales taxes. It used to be that foreign companies pay taxes only when they have a physical presence in a state. This has gone by the wayside, however, and online companies are now required to collect sales tax.
Guide For Legitimizing A Wyoming Nexus
After forming your Wyoming LLC or forming your Wyoming Corporation, you will want to establish a physical presence. This includes choosing a registered agent for your principal office address and leasing an office space with a unique address. Note, our virtual office packages can assist you with acquiring a unique address. Following your lease, setup a 307 number, fax line and be prepared to receive mail. Once these criteria have been met you can be said to have a business presence in Wyoming.
Wyoming Sales Tax
Wyoming assesses a sales tax on products and services sold within the state. It also has a use tax on products used in Wyoming after being purchased out of state. Businesses first need a sales tax license for sales and use tax. They can then collect the tax from customers and remit it with Wyoming sales tax forms to the Wyoming Department of Revenue.
Register corporate or other business entities that are required to file with the Wyoming Secretary of State. Besides corporations (both profit and nonprofit), limited liability companies, limited partnerships, limited liability partnerships and statutory trusts must file with the Secretary of State. Use the business name selected to file your business when you register for your sales tax and other Wyoming business taxes.
Apply for an FEIN number from the Internal Revenue Service. This number is not legally required of all Wyoming businesses, but those with current employees, nonprofit organizations and certain other commercial sellers need to get one of these federal tax ID numbers. Find out whether you need one of these numbers by visiting IRS.gov and searching for "FEIN registration requirements."
Get a Wyoming sales tax license (permit). To register for sales taxes, you need to fill out a Wyoming "Sales/Use Tax License Application." Download the form at revenue.state.wy.us/PortalVBVS/uploads/ETS Form 001.pdf. You will then get a tax ID number. Use that number for collecting and submitting Wyoming sales tax return forms and the tax monies collected from your customers.
Get Wyoming sales tax return forms. You can find these online at revenue.state.wy.us/PortalVBVS/DesktopDefault.aspx?tabindex=2 tabid;=9. However, you should be getting forms in the mail after you have registered for your Wyoming sales tax license.
Collect the tax from your Wyoming customers and fill out the sales tax forms. Of course, you will need to know the current Wyoming sales tax rate for the area where you conduct business. Contact the Excise Tax Division at 307-777-5200 to get the applicable tax rate. Send the forms to the Wyoming Department of Revenue.
Finances are the life blood of a company. If they quit performing as expected, then the whole structure is liable to quit functioning. From valuing and purchasing a company to obtaining financing and opening a bank account – we cover it all here.
Was your initial transfer of cashing into the company a contribution or a loan? Choosing the former can severely weaken your hand in case of a credit event.
Marketing and Advertising
Marketing is both important and often incomprehensible. If you weren’t born with a creative bone and don’t know your target demographic, then you may feel lost. Unfortunately, there are many marketers out there willing to take your money. This section will focus on inexpensive forms of advertising for companies just starting out.
Human resources are similar to accounting in that people simultaneously dread them while knowing they are important. Hiring, firing and managing employees is not everyones cup of tea. Further, small companies can find it hard to compete with larger ones when it comes to offering employees options they care about. Learn more here.