A Wyoming LLC is a US limited liability company formed under the law of the State of Wyoming. It is chosen for low state fees and a simple procedure, and in roundups of “cheap offshore jurisdictions” it appears next to island jurisdictions. The real cost of ownership is made up of the annual report to the state, registered agent services, federal information returns and accounting.
State fees
Under the Wyoming Secretary of State fee schedule in effect since July 1, 2026:
- Articles of Organization (forming the LLC): $100;
- Annual Report License tax: $60 or $0.0002 per dollar of the company’s assets located and employed in Wyoming, whichever is greater;
- reinstatement of an LLC dissolved for non-payment of tax (Reinstatement for Tax): $100;
- reinstatement for lack of a registered agent: $350.
For an LLC with no assets in the state, the annual payment is usually the minimum $60. The main recurring costs are the registered agent, accounting and federal forms.
Annual report deadlines and consequences of late filing
The annual report deadline is tied to the month the company was formed (anniversary month). The Secretary of State describes the consequences of late filing as follows:
- the company becomes delinquent from the second day of the month following the deadline;
- if the report is not filed within 60 days after the deadline, the company is administratively dissolved.
Reinstatement after dissolution requires a separate procedure and fee, and banks and counterparties see this status in the register. The report date is worth adding to the calendar right after the Wyoming LLC is formed.
Registered agent
The company needs a registered agent in the state: this is the address for official correspondence and service of process. If there is no agent, reinstatement costs $350 under the state fee schedule. The agent’s address serves as the registered address, while the bank usually also needs the real business address of the owner or office to assess the company.
Federal taxes and Form 5472
The state determines the corporate law and local payments, while federal obligations are the same for an LLC from any state. Under IRS rules, a single-member LLC is by default “transparent” for federal tax purposes, and one with two or more members is classified as a partnership.
For a foreign owner of a single-member LLC, the key obligation is Form 5472 together with a pro forma Form 1120. Both the owner’s contributions to the company and distributions from it count as reportable. For failure to file on time, the IRS may assess a penalty of $25,000 per form, and after a notice and 90 days without a response, a further $25,000 for each 30 days. Details on the EIN, classification and forms are in the article US LLC for non-residents.
Under FinCEN’s final rule, companies created in the US no longer have to file a beneficial ownership information (BOI) report with FinCEN. Information on the owners is still collected by the agent, the bank and payment service providers.
Confidentiality and the bank
Wyoming is marketed as a state with a high level of owner confidentiality. In practice, the bank, EMI and payment provider still request information on beneficial owners, the source of funds and the business activity. The decision to open an account is made by the financial institution, which is interested in the business’s connection with the US, the owner’s country of residence, contracts and turnover.
Example
A solo developer signs contracts with US companies and chooses Wyoming because of its low fees. Before filing the documents, he needs to determine his tax residency, understand whether the LLC will have income connected with a US trade or business, and check which bank will accept his profile. For freelancers and consultants, we have put together a comparison of forms in the article a company for consultants and freelancers.
Wyoming or other options
- Delaware is more often chosen for a venture model and a C-Corp: see Delaware vs Wyoming.
- A UK Ltd is convenient if your main clients are in the United Kingdom or Europe: see UK Ltd vs US LLC and the UK company formation page.
The guide to a company in Delaware helps compare Wyoming with the other popular state, and state deadlines are easiest to keep in one calendar with your other obligations: annual company maintenance.
Offshora will compare Wyoming with the alternatives on cost of ownership and bankability. Send us your country of residence, the type of business, the clients’ geography and the expected payments, and we will prepare a two-year calculation.
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