Annual LLC Fees

Wyoming’s LLC is required to pay an annual fee of $60 to the Secretary of State beginning the second year. There is again a $2 convenience fee for paying online. The annual report is technically calculated as the lesser of $60 or $60 for every $250k in assets in Wyoming. For most of clients this means they will have a $62 report to file every year. The company is also required to have a registered agent in Wyoming. We charge $49 annually to act as your agent. This brings your limited liability company’s annual cost to $109, or $111 if you pay online and file yourself.

It is important to note the Secretary requests the name of the individual filing the company’s annual report. For those seeking anonymity it is important you have someone us or someone else file the report for you. Once it has been filed the Secretary will not remove it from the public record.

Our nominee service is an additional $50. This would bring your Wyoming LLC’s annual fees to $169. That is the amount we charge to act as your registered agent ($49), file your annual report using our name ($50), and pay the annual report filing fee to the Secretary ($60). We technically file online, but we don’t pass the credit card convenience fee on.

Wyoming LLC Requirements

Wyoming LLCs have surprisingly few requirements. Single member limited liability companies are allowed, for example. Getting the company off the ground and maintaining it year to year is easy. Starting the company only requires Articles of Organization to be filed with the Secretary. No operating agreement is required. There are no additional business licenses to obtain. Wyoming does not surprise you with any extra reports. Only if you have sales in Wyoming will you need a Sales Tax Permit from the Wyoming Department of Revenue.

While simpler than other states, e.g. Delaware or Nevada, in order to preserve the advantages of doing business as a Limited Liability Company, and to comply with the applicable laws in the course of conducting the LLC’s business, there are certain fundamental policies and procedures that must be established and followed.  Members must read and observe these policies and procedures to protect the benefits of LLC planning.

How Does the LLC Identify Itself?

The LLC must hold itself out to the public at all times as a Limited Liability Company.  All letterheads, billheads, advertising, business cards, and telephone listings should use the LLC’s registered name, such as the followed by the words, “a Wyoming Limited Liability Company,” “Ltd.,” or “LLC” to indicate its status.

Annual LLC Requirements

After formation the next required filing will fall on the first day of the month in which you set up your company. If you formed on June 15th, then your annual report is due June 1st of every following year. The annual report is the only required filing for the State. There are no annual tax returns to file as we have no taxes on corporate or personal income.

Should Members Have Annual Meetings?

Since the LLC is a business, members should know the business plan and general activities of the business.  In a Limited Liability Company the Members, or Managers if any, transacts all business, so there may not be a requirement for approval of day-to-day decisions and affairs.  An annual business meeting is a good idea in order to keep everyone informed of the business plan, investment plan, and to gain member input.  LLC meetings are usually not necessary to take any action that is required by or consistent with the Limited Liability Company agreement.

Amending Your LLC

Periodic review of your LLC is essential to address changes in the law and changes in the situation in which the LLC was originally envisioned.  We recommend that you contact us annually or biannually for a “business and estate planning review.”

We strongly advise clients not to amend technical legal documents without competent attorney assistance! Such an action risks frustration of all or part of your plan.

Periodically Review Operations

We strongly recommend that you meet with your advisers periodically to review the operation of the LLC and to thoroughly document annual or more frequent meetings of the members.  Your financial advisors should monitor the performance of investment assets held by the LLC.  You must keep in mind that the LLC is a business entity, created for a business purpose, and must be operated as a business.

We suggest that you contact us to calendar annual LLC meetings.

Important Issues to Consider in Operating the LCC

The IRS has enjoyed considerable success in recent years by attacking partnerships and LLCs that were not properly operated.  The following is a checklist of the items or issues that should be taken into account to ensure that your LLC is not one of those.

I) Transfer of all of senior generation’s assets to LLC to provide income to maintain the senior member’s lifestyle.

II) Title to real property or securities intended to be owned by the LLC should be formally transferred to the partnership.

III) A separate set of accounting books and records must be maintained for the LLC.

IV) The LLC must have its own separate bank account, and income generated by the LLC must be deposited into that account.

V) Distributions from the LLC to members must be based on pro-rata membership interests.  The following distributions have been found to be fatal in some recent court cases:

• distributions to pay for personal living expenses of an LLC member, particularly a senior generation LLC member

• distributions to pay for special medical needs, including nursing home expenses.

• distributions to make annual gifts to family members or to make loans to family members

• indirect distributions in the form of rent-free use of residential property owned by the LLC.

• Lack of regular meetings of LLC members and recording through minutes of discussions of decisions made.

• Failure to compensate managing member for services provided

• Failure to properly reflect LLC income on K-1s to proper LLC member

Observe the Formalities to Assure LLC Status as a Separate Legal Entity

If management fees are payable to a Manager or Member, the LLC should write a check from the LLC account to that party.  That party should deposit the check into its bank account, and then if it is an entity, write checks to the managers, officers, or Trustees for management fees.  Distribution checks should be written to the members (whether trusts, entities, or individuals) as distributions are made.  Creating this “paper trail” dispels the argument the company had no business activities or purpose because it was run as a business. Should you fail to do so, then it can be more easily argued existed no business and its protections can be cast aside since it was merely an alter ego of the owner.

State law decrees that certain written records must be kept and maintained at the principal or registered office of the LLC.  Any member or assignee may make a request of LLC information at any reasonable time and make copies free of charge.

The records must be in written form or able to be reduced to written form.  The required records generally include:

Current Lists

An Up to Date List With:

• States the name of and current address of each Member; and
• States the percentage owned by each member; and
• States the member’s names for each class or group when two or more types of LLC interest are created.

Copies of Tax Returns

• Copies of the LLC’s local, state and federal tax returns for the most recent six tax years must be kept.

Copies of Specific Documents

• Copies of the LLC agreement, Articles or Certificate of Limited Liability Company, all amendments, restatements, copies of any POAs, and any documents that create classes or groups of members must be kept.

Written Statements

A written document with the following must be kept:

• I) Cash contributions and agreed valuation of any other property contributed that the members have agreed to make in the future; and

• II) The time additional contributions are to be made or events requiring further contributions;

• III) Events requiring the LLC to be dissolved and its affairs ended;

• IV) The date each member became a member;

• V) The books and records of the LLC’s accounts.

Another issue to consider is meticulous maintenance of any Member entity’s records.  If an entity is a manager, for example, it is important that books and records be kept up to date, tax returns be properly filed on time, and all state reports filed timely.  Since a Manager (if used) is critical to the success of the LLC, it is important that it be properly maintained if it is an entity as well..

Annual LLC Requirements

After formation the next required filing will fall on the first day of the month in which you set up your company. If you formed on June 15th, then your annual report is due June 1st of every following year. The annual report is the only required filing for the State. There are no annual tax returns to file as we have no taxes on corporate or personal income.

Should Members Have Annual Meetings?

Since the LLC is a business, members should know the business plan and general activities of the business.  In a Limited Liability Company the Members, or Managers if any, transacts all business, so there may not be a requirement for approval of day-to-day decisions and affairs.  An annual business meeting is a good idea in order to keep everyone informed of the business plan, investment plan, and to gain member input.  LLC meetings are usually not necessary to take any action that is required by or consistent with the Limited Liability Company agreement.

Amending Your LLC

Periodic review of your LLC is essential to address changes in the law and changes in the situation in which the LLC was originally envisioned.  We recommend that you contact us annually or biannually for a “business and estate planning review.”

We strongly advise clients not to amend technical legal documents without competent attorney assistance! Such an action risks frustration of all or part of your plan.

Conclusion

The most important thing you can do after setting up your LLC is to operate it correctly.  You should review this manual at least annually and whenever you have questions.  If it does not contain the answer to your questions, please contact us and/or your CPA for guidance.  We will either have the answers or we will help you find the answers from one of your other advisers.

Maintain contact with key advisers via an annual maintenance agreement with your attorney and/or CPA. These are a great way to help document and maintain your LLC each year.  Please call with questions and be sure to always provide changes in your address or phone number.

We have a 24 hour guarantee for all new filings. This means you will be in business and ready to operate almost immediately. Our $199 LLC fee covers everything you need for your first year of business. You may even prepay your annual fee for next year and receive a discount on the order form. Combine this with auto-pay to ensure you are in compliance with all your LLC’s requirements year after year. Learn more about Wyoming LLC benefits.