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Editorial 7 MIN READ

Wyoming in late 2024: the annual report, the privacy story, and the dynasty trust

A $60 floor, a 1,000-year perpetuity, and a federal beneficial-owner registry that changed the pitch mid-year

The Editors
Staff, Incorporator.org
7 min read Updated
Contents 6 sections
  1. What the annual report actually costs
  2. The tax posture
  3. What the Corporate Transparency Act changed
  4. The dynasty trust and the DAO LLC
  5. Who Wyoming actually makes sense for in late 2024
  6. Sources

Wyoming LLC's 2024 annual report is $60 if the entity holds less than $300,000 of Wyoming-sited assets, and two-hundredths of a cent per dollar on assets above that line. Miss the anniversary-month deadline by 60 days and the state adds $50. Miss it longer and the Secretary of State administratively dissolves the entity.

Those three numbers are the spine of the 2024 maintenance story. The reason people are still forming in Wyoming in October 2024, despite a federal beneficial-owner registry that narrowed the privacy case earlier this year, is the other set of statutes: the dynasty-trust perpetuity, the DAO LLC framework, and the absence of a state income tax. This is a guide to what the state actually charges, what the Corporate Transparency Act changed, and who Wyoming still makes sense for.

What the annual report actually costs

The authority is Wyo. Stat. Ann. § 17-29-209. The statute fixes a minimum license tax of $60 per year and sets the computation at $0.0002 multiplied by the dollar value of assets located and employed in Wyoming. Below roughly $300,000 of Wyoming-sited assets, the math does not break above the $60 floor, so a holding LLC with a Delaware operating company under it, a Wyoming registered agent, and no other in-state presence pays $60. An LLC with $2 million of Wyoming-sited real estate pays $400.

The Wyoming Secretary of State lets you file and pay online through the Business Division portal. In practice the turnaround on an online annual report is 24 hours or less during the business week; the state does not publish a service-level guarantee, but founders who file on Monday see the entity return to good standing by Tuesday.

The report is due the first day of the anniversary month of formation. An LLC filed on February 14, 2023 owes its 2024 report on February 1, 2024, not February 14. The state sends a reminder to the registered agent roughly 60 days out. If the report is not filed and paid within 60 days after the due date, the statute authorizes a $50 late fee. If the delinquency continues, the Secretary of State administratively dissolves the LLC under the Wyoming Limited Liability Company Act. A dissolved entity can be reinstated, but reinstatement requires paying the back-due license taxes, the late fee, a reinstatement fee, and a reinstatement application. Letting the dissolution sit also breaks the liability shield for the window the entity was not in good standing, which is a worse problem than the filing fees.

There is no publication requirement in Wyoming. You do not run a notice in a local newspaper; you do not have to certify you did. New York and Arizona founders moving entities to Wyoming often expect one and are relieved to learn there is none.

The tax posture

Wyoming has no personal income tax and no corporate income tax. An LLC that elects pass-through treatment federally owes nothing to the state on its members' distributive shares; an LLC that elects C-corp treatment under Form 8832 owes nothing to the state on its corporate income either. This is the simplest part of the pitch and the part that has not changed.

What Wyoming does tax is sales (4% at the state level, plus local option), property (assessed by county), and severance of minerals. None of that is typically relevant to a holding-company formation with no in-state operations. For an operating company with Wyoming employees or Wyoming customers, the sales-tax and property-tax picture is the same as anywhere else and is not a reason to pick or avoid the state.

The zero-income-tax posture is often overstated by registered-agent marketing. If your members live in California, California taxes their distributive share at California rates regardless of where the LLC is formed. Wyoming's zero matters to Wyoming residents, to trustees administering Wyoming trusts, and to C-corp structures domiciled in Wyoming. It does not launder your residency.

What the Corporate Transparency Act changed

The Corporate Transparency Act came into force on January 1, 2024, and it changed the privacy pitch for Wyoming materially. Under 31 U.S.C. § 5336 and the implementing rule at 31 C.F.R. § 1010.380, most LLCs formed in the United States are now "reporting companies" that must file a beneficial ownership information (BOI) report with FinCEN, disclosing each individual who owns 25% or more of the entity or exercises substantial control. Entities formed before January 1, 2024 have until January 1, 2025 to file their initial BOI report; entities formed during 2024 have 90 days from formation.

This matters because Wyoming's historical privacy draw was that its public formation record showed only the registered agent, the organizer, and optionally a member or manager, without requiring the beneficial owners to appear in any state database. That is still true at the state level. A Wyoming filing in 2024 still keeps beneficial owners off the public Secretary of State record, and Wyoming's nominee-manager and anonymous-LLC traditions still hold against casual searches.

What changed is the federal layer. Beneficial owners must now be disclosed to FinCEN under penalty of law. The BOI filing is not public; it is available to law enforcement, national security agencies, and, under narrow conditions, to financial institutions performing customer due diligence. So Wyoming's privacy advantage in 2024 is thinner than it was in 2022. A determined adversary with a subpoena or a federal credential reaches the beneficial owners either way. The advantage that remains is against lazy plaintiffs, data-broker aggregation, and open-records requests. That is worth something, but it is a narrower something than the state's marketing suggests.

There is live litigation. A district court in Alabama held the CTA unconstitutional in National Small Business United v. Yellen, and the Eleventh Circuit heard argument on appeal this fall. As of this writing, FinCEN has taken the position that enforcement is paused only for the named plaintiffs in that case; every other reporting company is still on the hook for the January 1, 2025 deadline. Plan for the filing, not the injunction.

The dynasty trust and the DAO LLC

Two Wyoming-specific statutes continue to do real work in 2024 and are not duplicated in most other states.

The first is the dynasty-trust perpetuity. Wyo. Stat. Ann. § 34-1-139 permits a trust to continue for up to 1,000 years before the rule against perpetuities forces a termination. That is longer than any other United States jurisdiction, longer than South Dakota's parallel abolition, and long enough that trust planners use Wyoming as a situs even when neither the settlor nor the beneficiaries have any other connection to the state. For families with genuinely multi-generational wealth and a tolerance for Wyoming trustees, that is a live reason to choose the state.

The second is the DAO LLC. Wyo. Stat. Ann. § 17-31-101 et seq., enacted in 2021 and amended since, creates a limited liability company form specifically recognized as a decentralized autonomous organization, with smart-contract governance permitted as the operating agreement. Wyoming is the first and, in 2024, still effectively the only U.S. state with a DAO-specific LLC statute. Adoption has been thinner than the press coverage suggested: after the 2022 token-market drawdown and the regulatory posture of the SEC through 2023 and 2024, many DAOs that considered wrapping in Wyoming did not, and many that did wrap have remained dormant. The statute is there, it works, and a small number of serious projects use it. Most founders asking about a DAO LLC in 2024 are better served by a standard Wyoming LLC with a thoughtful operating agreement.

Who Wyoming actually makes sense for in late 2024

Three categories still justify the state on the merits.

First, passive holding companies for real estate or intellectual property where the members are comfortable with the federal BOI filing and want the state-level anonymity against data-broker aggregators and casual searches. The $60 floor is the cheapest ongoing maintenance among the privacy-oriented states.

Second, long-horizon trust structures using the 1,000-year perpetuity. Wyoming remains best-in-class for this on the statute, and the existence of an experienced trust-company industry in Cheyenne and Jackson Hole makes execution practical.

Third, operating companies with a genuine Wyoming nexus: a principal office in the state, employees in the state, or mineral or ranch assets in the state. The asset-weighted license tax is gentle, the regulatory environment is light, and the absence of a state income tax is real savings against a state like Colorado or Utah next door.

Outside those three, the Wyoming case in late 2024 has softened. For a one-person consulting LLC whose owner lives in California, Wyoming adds a registered-agent bill, a BOI filing, and no meaningful tax or liability benefit that home-state formation does not already provide. For a venture-track startup expecting to raise institutional capital, Delaware is still what the term sheet will ask for. The Wyoming pitch works when the structure is specifically matched to what the state actually offers, and the work in 2024 is being honest about which structures those are.

If you already hold a Wyoming LLC and its anniversary month is approaching, file the annual report online during the first week of the anniversary month, confirm the registered-agent record is current, and put the BOI deadline on the same calendar. Missing either one is the modal cause of Wyoming entities quietly failing their owners this year.

Sources

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