Business entities in Wyoming in 2023
A limited liability company (LLC) is the preferred business entity in Wyoming for our multinational Clients. C-corporations, partnerships and trusts are other options.
The Limited Liability Company (LLC)
- In Wyoming, an LLC can be formed with one director and one shareholder. They can be any nationality.
- The Wyoming LLC has no minimum share capital requirement.
- A Wyoming LLC can choose to be taxed either as i) a corporation (if it has one or more shareholders) ii) a partnership (if it has two or more shareholders), or iii) a disregarded entity (if it has only one shareholder). If the LLC is taxed as a partnership or disregarded entity, its income suffers no corporate tax. Instead, the income will flow through to the shareholders, who will pay personal tax.
- In Wyoming, the identities of directors and shareholders are not publicly-available.
The C-Corporation (C-Corp)
- Like an LLC, the C-Corp can be incorporated with i) one director and one shareholder of any nationality and with just ii) US$1 as the share capital. A Wyoming corporation enjoys the same privacy benefits as the LLC.
- A Wyoming C-corporation does not require a resident director or physical address in Wyoming.
- A C-Corp is recommended when a company wishes to raise capital from the public. However, it is not mandatory for the C-Corp to be listed on US stock exchange(s).
- Unfortunately, a C-Corp suffers tax twice: once at corporate level, and again at shareholder level.
Best uses: The Wyoming C-Corp structure is the most appropriate vehicle for raising funds from a large number of investors (e g public offering).
The Limited Liability Partnership (LLP)
- An LLP has at least one member and one manager, who need not be US residents or citizens.
- An LLP is a hybrid between an LLC and a General Partnership (GP). In other words, like an LLC, the liability of members is limited, and like a GP, tax is paid only once – in the hands of their shareholders.
- A Wyoming LLP is generally set up by Clients to provide professional services. e g accounting firms, law firms.
- A Wyoming trust allows a third party (known as a trustee) to hold onto assets on behalf of a beneficiary or beneficiaries. The assets can be money, land, investments, or anything considered an asset.
- Wyoming is one of the best places in the US to protect assets. Multinational Clients can protect assets by forming i) a simple LLC ii) a Domestic Asset Protection Trust (DAPT) or iii) a Private Trust Company, or combinations of these vehicles.
- The DAPT structure is governed by the Wyoming Principal and Income Allocation Act which allows money, that would otherwise be classified as income, to be allocated to the maintenance of principal.
- Wyoming imposes no income tax, no trust income tax, no capital gains taxes on trust assets, no state gift tax, no tax on out-of-state retirement income, and low property taxes.
- In Wyoming, trust settlers are allowed to form trusts without registering the trust on public record (this requires the help of an attorney), and the state does not supervise how the trust is administered.
- The benefit of establishing a personal trust in Wyoming is that it can be formed by filing a single piece of paper, a Certificate of Trust, with the Wyoming Secretary of State. The Certificate of Trust is submitted in original paper form.
- The benefit of establishing a personal trust in Wyoming is that it can be converted into a registered investment company, provided it has a local registered agent and local office address.