Wyoming's privacy advantage is real at the state level, but the federal BOI report under the Corporate Transparency Act means true beneficial owner anonymity no longer exists for U.S. entities. Structure accordingly.
Formation Requirements
To form a Wyoming LLC, you file Articles of Organization with the Wyoming Secretary of State, pay the $100 filing fee (online) or $102 (mail), and designate a registered agent with a physical Wyoming address. You need at least one member, but Wyoming does not require you to list member names in the Articles, which is what gives it genuine privacy. No operating agreement is legally required at formation, but Wyoming statute does recognize and enforce one if you have it.
Registered Agent Requirement
Every Wyoming LLC must maintain a registered agent in Wyoming at all times, a person or company with a physical street address (no P.O. boxes) in the state who can accept legal service of process during business hours. Commercial registered agent services typically run $50 to $150 per year. If your registered agent resigns and you fail to replace them within 60 days, Wyoming can administratively dissolve your LLC.
Annual Report and License Tax
Wyoming requires an annual report filed with the Secretary of State, due on the first day of the anniversary month of your formation. The minimum fee is $60 for LLCs with Wyoming assets under $300,000. Above that threshold, the fee scales to $0.0002 per dollar of Wyoming-located assets. The report itself asks for your registered agent and principal office address, not a list of members or financials. See the full fee breakdown for Wyoming LLC registration and ongoing costs.
Operating Agreement
Wyoming does not require an operating agreement to be filed with the state or even to exist on paper, but the statute defaults heavily in favor of written agreements when disputes arise. Without one, Wyoming's default LLC rules govern everything from profit distribution (pro-rata by membership interest) to what happens when a member dies or leaves. For multi-member structures or any LLC used in an asset protection or holding company context, a tailored operating agreement is the document that actually determines how the entity functions.
Tax and EIN Requirements
Wyoming levies no state corporate income tax and no personal income tax, so a single-member LLC owned by a non-U.S. person with no U.S.-sourced income can have zero U.S. tax filing obligation. A single-member LLC is a disregarded entity by default for federal tax purposes; a multi-member LLC is taxed as a partnership. You need an EIN (Employer Identification Number) from the IRS if you open a U.S. bank account, hire employees, or elect S-corp or C-corp tax treatment. Foreign nationals without a Social Security Number can still obtain an EIN by filing Form SS-4 by fax or mail.
Privacy and Ownership Disclosure
Wyoming does not require member or manager names to appear in the public Articles of Organization. However, as of January 2024 the federal Corporate Transparency Act (CTA) requires most LLCs to file a Beneficial Ownership Information (BOI) report with FinCEN disclosing the names, addresses, and ID documents of anyone owning 25% or more or exercising substantial control. This report is not public, but it goes to a federal database. Wyoming's state-level privacy remains intact; the federal layer is a separate obligation that applies nationwide.
Things people ask first.
Does a Wyoming LLC require a physical Wyoming address?
Only for the registered agent. Your principal business address can be anywhere in the world. Members and managers do not need Wyoming addresses.
Can a non-U.S. resident own a Wyoming LLC?
Yes. Wyoming places no residency or citizenship restrictions on LLC ownership. Foreign nationals can form and own a Wyoming LLC without a U.S. address or Social Security Number.
What happens if I miss the annual report deadline?
Wyoming charges a $25 late fee after the due date. If the report remains unfiled for 60 days past the deadline, the state can administratively dissolve the LLC. Reinstatement is possible but adds another filing fee.
Is an operating agreement required in Wyoming?
No, Wyoming does not require one to be filed or even written. But without one, the state's default statutory rules govern your LLC, which may not reflect your actual intent, especially for multi-member or asset-protection structures.
Does Wyoming have a franchise tax like Delaware?
No. Wyoming has no franchise tax. The annual report fee is a flat $60 minimum for most LLCs, scaling only if you have significant Wyoming-located assets above $300,000.
Do I need to file a BOI report for a Wyoming LLC?
Yes, for most LLCs formed or operating in the U.S. after January 1, 2024, and for pre-existing LLCs by the applicable deadline, the federal Corporate Transparency Act requires a Beneficial Ownership Information report filed with FinCEN. Exemptions exist for large operating companies and certain regulated entities.
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