Wyoming LLC for Nonresidents: Annual License Tax and Report

How much is a Wyoming LLC's annual license tax for a nonresident owner?

A Wyoming LLC pays the greater of $60 or two-tenths of one mill ($.0002) on its assets located and employed in Wyoming. The Secretary of State's FAQ states the formula for LLCs and other profit entities alike, and so does Wyoming's LLC statute (W.S. 17-29-209). Neither refers to where the owner lives, so the formula is the same for a nonresident owner.

The tax is the Wyoming charge only. It does not replace what the owner's home state or the owner's country may charge, covered below. A case is not simple if the LLC works from another state, has a foreign owner, or has missed a report.

Gather before forming or filing: the formation date, the LLC's EIN letter if it has one, and where the owner actually works.

When is the Wyoming LLC annual report due, and how early can it be filed?

A Wyoming LLC's annual report is due on the first day of its formation anniversary month, every year. The Secretary of State's FAQ gives an example: an entity that registers on January 15 has a January 1 due date each year.

The report may be filed up to 120 days before it is due. The FAQ says courtesy reminders go by email 60, 30 and 10 days before the due date, to the email address on record. Online filing is available, but the FAQ says e-filing is not permitted if the annual report fee is greater than $500.

The report certifies the LLC's assets located and employed in Wyoming and gives its principal office address (W.S. 17-29-209). An owner who lives abroad should keep the email address current, because that is where the reminders go.

What if the Wyoming annual report is late?

A Wyoming LLC that misses its due date is delinquent on the second day of the next month, and is administratively dissolved if the report is not filed within 60 days after the due date. That is the Secretary of State's own description. The statute counts its 60 days from the date of the state's notice, not the due date (W.S. 17-29-705(b)). The two descriptions can differ, so treat the due date as the deadline.

A dissolved LLC can be reinstated online if it was dissolved for failing to file annual reports within the past two years and has no other delinquencies. Wyoming statutes do not allow reinstatement after two years in administratively dissolved standing (Secretary of State FAQ). Multiple delinquencies go to a mail-in filing. Under the statute, a reinstatement relates back to the date the LLC was dissolved, and it carries on as if it had never been dissolved (W.S. 17-29-705(b)).

Fees come from the fee schedule; the statute also requires paying the delinquent fees (W.S. 17-29-705(b)). A certificate of existence from the state shows whether the LLC's latest annual report was filed and whether it was administratively dissolved (W.S. 17-29-208), so a bank or counterparty asking for one will see a lapse. For the steps in order and what else may have been missed, see reinstating your company.

An LLC left without a registered agent, for example after its agent resigns, is dissolved the same way 60 days after the state's notice (W.S. 17-29-705(a)), and its reinstatement line in the table costs more.

Does Wyoming have a state income tax?

No. The State of Wyoming's own site says Wyoming does not have an individual or corporate income tax (About Wyoming). The Secretary of State's FAQs refer sales and use tax licensing to the Department of Revenue.

That settles Wyoming only. It says nothing about federal tax, or about a tax in the state or country where the owner lives or works.

What does a Wyoming LLC need: registered agent, addresses, organizer?

A Wyoming LLC needs a registered agent with a physical Wyoming address, plus a mailing address, a principal office address and an organizer who signs the articles. The articles of organization ask for the LLC's name, the agent's name and physical address, those two addresses, a certification consenting to electronic service of process, the organizer's signature and an email address, plus the agent's signed consent to serve. The form does not limit the mailing or principal office address to Wyoming. The filing fee is $100.

The Registered Agent FAQ says:

• An agent is an individual aged 18 or over, or a business registered and in good standing with the state.
• You can be your own agent only if you reside in Wyoming and have a physical Wyoming address and a valid email address. A nonresident owner therefore needs another agent.
• Post office boxes, drop boxes, virtual addresses, mail forwarding locations and UPS or FedEx stores do not qualify as the registered office.
• Changing agents costs $5 on the Appointment of New Registered Agent and Office form.

The Wyoming filing does not decide which address a bank, the IRS or a payment platform accepts. See US business address and bank account.

What do a Wyoming LLC's filings make public about its owners?

Everything on a Wyoming filing is public, so the LLC's filings show what the forms ask for. The state says all filed documents are public record and that any information keyed into the online system or stated on a paper form, including signatures, becomes public on filing (How to Create a Wyoming Company).

For an LLC, that means the name, agent name and address, mailing and principal office addresses, and the organizer's signature and contact details. The articles do not ask for members' or managers' names. Each annual report is public too: it asks for current addresses and contact information, and may ask for the value of assets in Wyoming. None of the state pages cited here says a Wyoming LLC's owners are anonymous or private.

Three facts matter for ownership:

• The registered agent must keep at the registered office the names and addresses of an LLC's managers, and the name, physical address and phone number of a person authorized to receive the agent's communications. If the LLC and agent agree, that information may be filed with the state instead, and then it becomes part of the public record (Registered Agent FAQ).
• The state offers an online search of business filings, and images of filings can be opened from the record's History tab. The state also sells bulk business data that includes registered agents, officers and directors, status and mailing addresses (Business FAQs).
• Other parties still learn who owns the company. The IRS gets the responsible party on Form SS-4 and, for a foreign-owned single-member LLC, owner details on Form 5472, covered below.

Does a Wyoming LLC remove tax where I live or work?

No. The state of formation does not change federal tax treatment, and it does not remove tax in the place where the owner or the LLC's work is.

Federally, IRS Publication 3402 classifies an LLC by its number of members and any election, not by its state. A one-member LLC that has not elected corporate treatment is generally disregarded, and its activities are reported on its owner's return (IRS).

Another state can tax or register the LLC on its own rules. For example, California says an LLC that is disregarded or a partnership owes its $800 annual tax if it does business in California, and an LLC is doing business there if any member, manager or agent performs activities in California for it, wherever else it operates (FTB Publication 3556). That would be in addition to Wyoming's $60 minimum. Other states set their own tests, and an owner may also owe a personal return in a state where the LLC earns income; see the nonresident state tax return thresholds.

Must a Wyoming LLC register where I actually work?

It may have to. A Wyoming LLC that does business in another state may need that state's authority to operate there, depending on that state's test. Wyoming's formation does not decide that question. See registering in another state for what counts as doing business and what can follow if you have not.

Does a Wyoming LLC file a federal beneficial ownership report?

No federal beneficial ownership report is currently required for a company created in the United States. FinCEN says its final rule exempts US companies from beneficial ownership information reporting, and that US persons do not need to provide the information (FinCEN). A Wyoming LLC is created under Wyoming law. FinCEN's page also warns that some older guidance on its site is outdated, so check the live page before relying on an older notice. See after you form your company.

This is separate from a bank's own request for owner identification, which a Wyoming filing does not answer.

What does the IRS require of a nonresident owner: EIN and Form 5472?

An owner without a Social Security number or ITIN can still apply for the LLC's EIN. The Form SS-4 instructions tell a responsible party who is ineligible for an SSN or ITIN to enter "foreign" or N/A on line 7b, and let applicants with no US residence, principal place of business or office apply by telephone.

A single-member LLC wholly owned by a foreign person is treated as a corporation for the limited purpose of Form 5472 reporting. It must file a pro forma Form 1120 with Form 5472 attached, even though it has no income tax return filing requirement otherwise (Form 5472 instructions). The penalty for failing to file or keep records is $25,000. An LLC with two or more owners, or one that elected corporate treatment, follows different rules; the linked guides cover them. For EIN steps, see forming and running a company from abroad, and for the annual federal filing, see foreign-owned single-member LLC filing.

Wyoming or Delaware for a nonresident owner?

Neither choice settles tax at home or federally, so compare ongoing cost and filings together. A Wyoming LLC pays at least $60 with its annual report; a Delaware LLC owes an annual tax of $400. Both need a registered agent in the state (Delaware; Wyoming). The which-state guide compares them with your home state, and the Delaware LLC guide covers its tax and report.

Example

These examples are illustrative; all figures are in US dollars.

Owner in Vietnam, no Wyoming assets

A Vietnamese resident forms a Wyoming LLC in March, uses a Wyoming registered agent, and holds no Wyoming assets. The annual report is due March 1 each year with the minimum tax of $60. Wyoming has no income tax on the LLC's revenue. Whether the owner owes US tax, and what the owner owes in Vietnam, are separate questions. A one-member LLC wholly owned by a foreign person also has the Form 5472 filing above.

Wyoming equipment

A Wyoming LLC has $500,000 of equipment located and employed in Wyoming. The tax is $500,000 times $.0002, which is $100. That is more than the $60 minimum, so $100 is due.

Report missed

An LLC formed in March misses its March 1 due date. Under the Secretary of State's description it is delinquent on April 2 and administratively dissolved if the report is still not filed within 60 days after March 1, which is April 30. If it has been dissolved and a bank asks for a certificate of existence in May, the certificate shows the dissolution. The owner can apply to reinstate online if it is within two years and the LLC has no other delinquencies; once reinstated, the LLC is treated as if it had never been dissolved.

Different for you?

• You work in another state or sell there: a Wyoming formation may not remove that state's registration or tax. See registering in another state and business formation help.
• You are a foreign owner: check the EIN, address and federal filings in forming and running a company from abroad and foreign-owned single-member LLC filing.
• Your LLC missed a report or was dissolved: see reinstating your company before the two-year window closes.
• You need an address or bank account: see US business address and bank account.
• You are choosing between Wyoming, Delaware and your home state: use which state to form in.
• You want other states' LLC fees: see LLC annual fees and reports by state.