As of today, only 21 states in the US allow a series LLC, a relatively new business structure designed for business owners that have multiple businesses, like estate investors, for example. And Wyoming is one of these states.
If you’re looking for tips on how to form an SLLC in WY - from choosing the right company name to understanding reports and getting all the licenses and permits necessary for your business, our guide has got you covered.
Table of Content
On the whole, the process of setting up a series LLC is almost identical to creating a traditional LLC, except for a few differences that we will cover further in the article. Read on to find out more.
The first step to forming a series SLLC, or any business entity for that matter, is to give it a name. With this in mind, it’s necessary to conduct a preliminary search of the name database to make sure the name you like is available for use.
In addition, you should consider state name requirements, which are specified below:
On top of that, in Wyoming, you have the opportunity to register a DBA name (or an assumed name as it’s also called). To do this, you can file an online form with the Secretary of State in WY, including a filing fee of $100.
Once the name’s been selected, you need to designate a registered agent (RA) who will work on behalf of your SLLC. This step is mandatory, as having an RA is required by state law.
Who is a resident agent, though? Simply put, this is a business representative assigned to accept and process business correspondence, as well as notify business owners of the receipt of important notices that require their attention.
You have quite a number of choices for who you can hire as your RA:
However, the requirement is that your RA, whoever you choose to appoint, must be aged at least 18 and have a physical street address in the state of Wyoming. Plus, he or she must be present at that address during regular business hours.
As mentioned, even you can be a resident agent if you decide to keep the SLLC cost down. In general, however, it’s highly advisable to appoint a third party so that you don’t have extra work on top of your main job. Other advantages of hiring a professional RA are:
Once these two steps are completed, you can move on to the next and most important step - filing your Articles of Organization. This document is legally binding and serves as proof of an SLLC registration.
Please note that Wyoming is one of those states that has two different types of formation documents. In the case of an SLLC, the document you need to file is called “Series Limited Liability Company Articles of Organization”.
Other than that, the procedure of registering an SLLC is quite simple. Here’s the type of information that must be included in this document:
To file an SLLC in WY, you need to submit this document online or by mail with the Office of the Secretary of State by paying a filing fee of $100. The processing time is usually about 15 days. Unfortunately, expedited filing isn’t available in the state.
While it’s not necessary for LLCs in WY to draft an operating agreement (OA), SLLCs are required to create one. You need this document to describe the role and purpose of each SLLL member, as well as explain the allocation plans.
What’s more, an OA allows you to outline many other important aspects of your business, including the process of accepting/dismissing SLLC members, their voting rights, and the management structure on the whole.
Finally, it’s the operating agreement where you can specify the liability shields of each child LLC in your series. Without these details, chances are high that your child LLCs won’t enjoy limited liability protections, especially given the somewhat obscure Wyoming’s law.
Next, you should apply for an Employment Identification Number (also known as a federal taxation number) through the website of the Internal Revenue Service (IRS). This number is needed for a few purposes, including:
There is no filing fee to pay. Once you submit your request, the EIN will be assigned to you in an instant.
To make it easier for you to plan the series LLC cost, we’ve broken down the mandatory and optional expenses in the detailed table below. You may not need to use all of them, but knowing what other services are available can still be quite helpful.
|Articles of Organization fee||$100|
|Registered agent fee||$0 - $300|
|Annual report fee||$62 if filed online$60 if filed in paper|
|License tax fee||$50 (or $.0002 on the dollar, based on the company assets)|
|Name reservation fee (optional)||$100|
|DBA fee (optional)||$100|
|Certificate of Good Standing fee (optional)||$0 if filed online$10 if filed in paper|
|Certified copies of documents fee||$3 + $.50 cents per page|
|Articles of Amendments fee (optional)||$60|
|Articles of Dissolution fee (optional)||$60|
As the name implies, a Certificate of Good Standing serves as evidence of your company being maintained in good standing. Although not mandatory, it may be required when opening a new branch overseas, for example, or applying for a bank loan.
A Certificate of Good Standing can be filed online with the Secretary of State for free or filed in paper for a small fee of $10.
Should you want to introduce any changes to your formation documents, you will need to notify the Wyoming Secretary of State of the current business information by filing the Articles of Amendments, including a filing fee of $60.
The moment you get the certified copy of your Articles of Organization, it means the SLLC has been officially established. However, if you not only want to create a business but also want to make it successful, it’s important to devise a business plan.
Further down, we describe each step that should be in the plan in detail.
First and foremost, it’s essential to open a separate business bank account for each child LLC in your series. It’s the only way to ensure liability protections for your series and keep them financially protected.
Even if it were not for liability shields, you’d still want to have a business bank account. Having it allows you to keep your personal assets and business income separate and makes it easier to keep track of taxes.
In WY, you can open a business account with any bank of your choice by simply providing a certified copy of your Articles of Organization, operating agreements, and EINs. More often than not, the processing time takes up to one hour.
Managing finances can be quite stressful, to say the least, especially if you don’t have a financial background. Therefore, it’s best to hire an accountant or business consultant who will do this work on your behalf.
Did you know that even a small error in your books can result in penalties or even company dissolution? However, with an accountant, this won’t be an issue, as they’ll keep your books in order so you don’t have to pay fines.
Aside from that, accountants are a valuable company asset. By analyzing your business performance, they can give you an insight into the services or products that generate the most outcome. As a result, you can spend your budget more wisely.
It’s also crucial to obtain workers’ compensation insurance. This type of insurance is mandatory for all business entities operating in the state with employees and covers medical expenses associated with work-related injuries, accidents, and illnesses.
On top of that, it may be a good idea to acquire general liability insurance. By obtaining this insurance, you’ll protect your business from claims against you regarding:
Last but not least, check with your local lawyer if there are any other permits or licenses that your series LLC must have to operate in the state.
It’s not enough to just file a series LLC. For a company to function smoothly and not be subject to penalties or involuntary dissolution, it’s important to keep it compliant.
In Wyoming, all business entities must file annual reports. Basically, you file this report to keep the Office of the Secretary of State up-to-date on the current details of your SLLC, such as your address, company name, and series members.
Annual reports must be filed by the first day of the month in which the SLLC has been registered along with a license tax. A minimal license tax is $50 or $.0002 on the dollar, based on the value of your company assets.