Wyoming in May 2016: the anonymous LLC, priced to move
A $100 filing fee, a $50 annual report for most, and a registered-agent market that has commoditized below anywhere else
Contents 4 sections
Wyoming LLC costs $100 to form and, for most out-of-state owners, $50 a year to keep. The state does not ask you to disclose the members. That sentence is the entire reason Wyoming's formation numbers have climbed for a decade straight, and it is why the registered-agent market here has collapsed to prices no other state can match.
This is a guide for someone forming in May 2016. It will not rehearse the 1977 story of the first LLC statute, because that story is in every other Wyoming article on the internet and it does not help you file.
The mechanics
You file Articles of Organization with the Secretary of State of Wyoming. The form is short: the name of the LLC, the name and physical Wyoming address of the registered agent, the mailing address of the LLC, an organizer signature, and the consent-to-appointment signature from the registered agent. Members and managers are not listed on the public filing. That omission is the feature.
The standard filing fee is $100, whether you file by mail or online through the Secretary's business-center portal. There is no tiered expedite menu the way Delaware runs one; online filings post the same day or next business day in normal weeks, and paper filings run roughly a week from receipt. If you need a same-day paper turnaround, you drive to Cheyenne or you pay a registered agent with a Cheyenne walk-in relationship to do it for you. Most people do neither and just file online.
You will need an EIN from the IRS, which is a ten-minute exercise on Form SS-4 online. Wyoming does not require an operating agreement to be filed, but you want one in the drawer, particularly for a single-member LLC where the operating agreement is load-bearing evidence that the entity is real and distinct from you. Wyoming also does not impose a state income tax on the LLC or its members, which is part of the marketing pitch and almost entirely irrelevant to an owner who lives elsewhere; your home state will tax you on the income regardless.
Maintenance is where people get it wrong
Wyoming requires an annual report, not an annual franchise tax. The report is due the first day of the anniversary month of formation — an LLC formed May 17, 2016 has a report due May 1, 2017, and every May 1 after. This is a non-obvious calendar rule and the single most common reason Wyoming LLCs fall into administrative dissolution. The state does send a reminder, usually in the prior month, to the registered agent or the address of record. It is a real piece of mail and it should not be thrown away.
The fee is a license tax, calculated at $50 or two-tenths of one mill per dollar of assets located and employed in Wyoming, whichever is greater. For an out-of-state owner whose Wyoming LLC holds a Massachusetts duplex or a brokerage account in Chicago, assets located in Wyoming round to zero, and the fee rounds to the $50 minimum. For an LLC that actually owns a ranch in Sheridan County, the math matters and a bookkeeper should run it each spring.
Miss the deadline by sixty days and the LLC is marked delinquent. Miss it by longer and the Secretary administratively dissolves the entity. Reinstatement is available, is not automatic, and costs more than the report would have cost in the first place; the real cost, however, is whatever deal or transfer you tried to close during the window in which your entity did not legally exist.
The registered-agent market
Every Wyoming LLC needs a registered agent with a physical Wyoming address. The price band here is the tightest in the country. Commodity providers advertise $25 a year; the cluster of mid-tier operators sits between $50 and $100; the full-service firms that will also handle your annual report, mail scanning, and occasional document retrieval charge roughly $150 to $200. There are more Wyoming registered agents per capita than in any other state, and the competition has driven the floor down to a level where it is reasonable to ask how a $25 agent pays the rent.
The answer, usually, is that a $25 agent is selling you a mailbox and nothing else. Service of process gets scanned and emailed if you are lucky, forwarded by USPS if you are not, and lost in a backlog if the agent is running thin. If you expect to be sued, or if your LLC holds assets worth defending, do not buy at the floor. The gap between $25 and $100 is one missed service of process away from being the most expensive decision you made about the entity.
Wyoming is also the state where the anonymous-LLC pitch and the registered-agent pitch have fused. Several of the better-known agents will offer a nominee organizer, meaning the name on the filing is not yours. This is legal in Wyoming and unremarkable. It is not, however, a shield against a determined plaintiff, a subpoena to the registered agent, or a bank's customer-identification obligations; it is a shield against a curious stranger with a web browser, and that is a narrower benefit than the marketing suggests.
Who this state actually makes sense for
Three kinds of owners belong in Wyoming in 2016.
The first is the privacy-seeker with a legitimate reason. A public figure who owns a vacation house, a writer who does not want her legal name on a real-estate deed, a founder whose prior business drew harassment — these are owners for whom Wyoming's non-disclosure rules are load-bearing. The cost to maintain the structure is small and the benefit is real.
The second is the holding company that owns out-of-state real estate or passive assets. Wyoming's charging-order protections for LLCs are strong, the annual cost is low, and the entity can sit above state-specific operating LLCs without adding a tax filing where the owner lives. This is the pattern most small-real-estate investors adopt when they outgrow a single LLC in their home state.
The third is the owner who wants a cheap, durable shell for intellectual property, a personal brokerage, or a family investment vehicle. Wyoming is the lowest-friction place in the country to park a quiet entity that does not operate.
Wyoming does not make sense for an operational business with customers, payroll, or a physical presence somewhere else. A Wyoming LLC selling software to California customers from a founder's apartment in Oakland owes California an LLC tax, a franchise-tax minimum, and an apportionment return; the Wyoming formation has added a second set of filings without removing the first. The anonymity benefit erodes fast once you register to do business in the state where you actually operate, because that registration is public.
If you are forming this quarter and the entity is a holding vehicle or a privacy vehicle, Wyoming is the right answer and the decision does not deserve another week of research. If the entity is operational and lives somewhere else, form where you operate and revisit the Wyoming question the first time you acquire a passive asset worth ring-fencing.