Open a Wyoming company
Opening a Wyoming LLC is a simple process that can be done in less than an hour. To open a Wyoming LLC just with our firm , just send us the names you want for the company. A Wyoming LLC does not charge any franchise fees as the Delaware LLC does. Wyoming has always had a pro-business policy. They pioneered the LLC in 1977, when they combined a partnership and corporation to create a hybrid legal entity called a limited liability company – whereby the owners of the LLC would be limited in their risk of losing (like a corporation) but benefiting the flexibility of a partnership.
Thus allowing businesses to flourish because the owners could act without personal risk in the new business venture.
How to open a Wyoming LLC
Wyoming LLCs are flexible structures, their owners can freely determine in the operating agreement, how the LLC will work. There are no minimum corporate structure requirements for its management, nor are there any corporate meetings, directors, secretary or capital.
It can be established by a single person and can be managed by its members or employees without an ownership stake.
Wyoming LLCs are private entities . Details of its members, directors or officers are not disclosed in a public record.
Additionally, Wyoming is the only state with specific laws that protect the interests of members of single-member LLCs. Wyoming has taken the time to consider the rights and protections of their limited liability company, and that is reflected in having the strongest statutory law in the nation .
Wyoming is the only state in the United States that provides LLC ownership charge order protection to a single member. A debit order is a court order directed at the LLC directing it to instead send all distributions that would have gone to the owner/debtor to the judgment holder. This limitation can make it more difficult for a creditor to collect, because the creditor will not be able to force the debtor to sell his share of the property in the company.
The incorporation procedure is simple, straightforward and can be done in just 1-2 days. A Wyoming LLC also benefits from the lowest formation and maintenance costs in the United States.
Wyoming LLCs can choose to be treated as a C-Corp (subject to corporation tax) or be a tax transparent entity. The profits of an LLC that chooses to be a tax transparent entity are considered passed on to its members and taxed personally. Members pay personal income taxes on the profits of the LLC in proportion to their share in the LLC, whether distributed or not.
This means that a Wyoming LLC is not seen as a separate entity for tax purposes, and therefore if its members are non-US tax residents, they will only be required to pay US tax on US-sourced income.
However, if their country of residence taxes foreign source income, members may be liable to pay taxes on all foreign profits in their country of residence, if required by the legislation of that particular country.
If its members are tax residents in a country that is exempt from taxes or territorial taxes and no income comes from the United States, they can operate a fully tax-exempt Wyoming LLC while benefiting from the reputation of a US incorporated entity.
Wyoming LLCs are commonly used for asset protection, ecommerce, Amazon FBA, professional services, US banking and merchant account access, for startups, and as a holding company.
Open LLC Wyoming: zero taxes for foreign owned companies
Taxes
Tax Residence: A corporation organized or incorporated under the Wyoming Limited Liability Company Act is tax resident in Wyoming and the United States.
Basis: Federal income tax is levied on U.S. effectively related income (ECI). Wyoming does not charge state income taxes.
Taxation: Wyoming Limited Liability Corporations can choose to be taxed as a C-Corporation or as an Ignored Entity.
C corporations are subject to federal income tax. Alternatively, an LLC may choose to be treated as a transparent entity.
This means that it may not be subject to Federal Corp income tax and profits and losses may be reported through its members' personal tax returns.
Therefore, if its owners are non-US residents (and not subject to personal income tax) and the LLC does not operate and generate profits from the US, does not rent or own US property, and has no US employers, offshore income accruing to a Wyoming LLC may not be subject to tax.
Corporate Tax Rate: C corporations are subject to federal income tax at the rate of 21%. Delaware-derived income is subject to state income tax of 8.7%.
Capital gains: Capital gains or losses arising from assets held for more than 12 months are treated as long-term gains or losses, capital gains or losses arising from assets held for 12 months or less are treated as short-term gains or losses.
Net capital gains are the excess of the long-term net capital gain over the short-term net capital loss. Capital losses can be used to offset capital gains. Excess losses can be carried back three years and carried forward five years to offset capital gains.
Net earnings are subject to tax at applicable federal income rates.
Dividends: Dividends received by a US company from another US company may be 70% deductible income. The dividend deduction can be increased up to 80% if the beneficiary owns between 20% and 80% of the distributor's shares.
Dividend payments between US companies that are members of the same Group may be exempt. Some companies may be subject to accumulated income tax on retained earnings if there is no justification for the accumulation to be based on business needs. Some holding companies receiving substantial passive income may be subject to Personal Holding Company Tax on retained earnings at the rate of 15%.
Dividends received from foreign entities may be considered deductible income.
Interest: Interest is generally included in the tax base.
Royalties: Royalties are generally included in the tax base.
Foreign Source Income: Corporations are taxed on worldwide income, including foreign branch income when earned and foreign source dividends received. Relief from double taxation can be obtained through tax treaties, tax credits or by claiming a deduction for foreign taxes paid.
A foreign subsidiary that is more than 50% owned by U.S. tax residents is considered a controlled foreign corporation (CFC). Some undistributed income (subpart F income) held in a CFC will be subject to tax.
Passive income withheld in a foreign investment company (75% or more of the income is passive or at least 50% of the assets held produce passive income) may also be subject to tax.
If an LLC chooses to be treated as a disregarded entity, and its owners are non-US residents (and not subject to personal income tax), and the LLC does not operate and generate profits from the US, does not rent or own US property and has no U.S. employer, offshore income accruing from a Wyoming LLC may be exempt from income taxes.
Withholding Tax: Dividends, interest and royalties paid to non-residents are generally subject to withholding tax at a rate of 30%. Withholding tax may be reduced or exempt under a tax treaty.
Losses: Losses from taxable income can be carried forward for 20 years and carried forward for 2 years.
Inventories: Inventories can be valued at the lower of acquisition/production costs or market value. The methods First in first out (FIFO) and Last in first out (LIFO) are permitted for determining costs.
Anti-avoidance rules: Transactions between related parties must be carried out at market conditions. If a company is non-compliant, the IRS can increase its taxable income and the tax it pays.
Thin capitalization rules apply to disallow interest payments on excess debt and make these payments as dividends.
A foreign subsidiary that is more than 50% owned by U.S. tax residents is considered a controlled foreign corporation (CFC). Some undistributed income (subpart F income) held in a CFC will be subject to tax.
Passive income withheld in a foreign investment company (75% or more of the income is passive or at least 50% of the assets held produce passive income) may also be subject to tax.
Employment Taxes: Employers may be subject to a social security tax of 6.20% on the first $127,200 of wages paid to employees and 1.45% Medicare tax on any wages, regardless of amount.
In addition, employers must pay, subject to certain conditions, the Federal Unemployment Insurance Tax (FUTA) of 6.2% on the first $7,000 of wages paid to employees who meet certain criteria.
Tax Credits and Incentives: A tax credit or deduction is usually available for foreign taxes paid.
Employment and business credits are also available to provide particular incentives to achieve certain economic goals.
Credits may also be available for Qualified Research Expenses (QRE) to develop new or improved products, manufacturing processes, or software in the United States.
Interest on eligible private business bonds may be exempt from federal income tax.
Compliance: On average, a U.S. business may require 11 payments and 175 hours per year to prepare, file, and pay corporate income tax, value-added tax, and employment taxes, including taxes on wages and social contributions.
Personal Income Tax: An individual is considered a U.S. tax resident if he or she is a citizen or permanent resident of or is physically present in the United States for 31 days in a year and a total of 183 equivalent days during the current year and the two previous years.
US citizens and permanent residents are tax residents, regardless of the days spent in the country during a year.
Tax residents are subject to worldwide income tax.
The federal tax rate is progressive with rates ranging from 0% to 39.6%. Wyoming's personal income tax rates are progressive up to 6.6%.
Self-employed persons may be subject to self-employment tax at 15.3%. The rate has two parts: 12.4% for Social Security (retirement, survivors' and disability insurance) and 2.9% for Medicare (hospitalization insurance).
Capital gains arising from assets held for more than 12 months are subject to a maximum tax rate of 20%. Gains from assets held for 12 months or less are subject to tax at standard rates.
Dividends, interest, royalties and rental income are subject to individual income tax at the applicable rates.
In addition, individuals may be subject to net investment income tax (also known as Medicare contribution tax) on investment income received by individuals with adjusted gross income in excess of certain amounts.
Other Taxes: The Wyoming sales tax rate is 4%, but additional local sales taxes may apply.
Real estate ownership is subject to local taxes in Wyoming.
Real estate inheritances are taxed in the United States.
There are no wealth taxes in the United States.
Legal Basis
Country code: USA
Legal basis: Common law
Legal Framework: Wyoming Statutes – Wyoming Limited Liability Companies Act (Wyoming Statutes – Title 17, Chapter 29)
Company form: Limited Liability Company (LLC)
Liability: Members' liability is limited to the extent of their capital contributions.
Capital: There is no need to register a minimum or maximum capital contribution and there is no restriction on post-incorporation contributions. More than one membership class is allowed, which allows for flexible structuring
Members: A Wyoming LLC may be formed by one or more members, who may be individuals or entities, resident or non-resident, without limitation. The identity of registered members of the LLC cannot be publicly disclosed.
Manager: Members of the Wyoming LLC can act as a manager or, alternatively, can appoint a manager. Corporate executives are eligible. Details are not publicly available.
Registered Address: Wyomong LLCs must appoint a registered agent with a physical address (no PO Box) in Wyoming. The Wyoming LLC's registered agent must be available during normal business hours to accept important legal and tax documents for the business.
General Meeting: There is no legal requirement for formal meetings of Wyoming LLC members.
Electronic signature: Allowed.
Redomiciliation: Foreign entities and other US corporations can continue in Wyoming and become Wyoming LLCs
Compliance: Wyoming LLC accounting records must be maintained and must be sufficient to show and explain the company's transactions. The company's books, records and minutes may be kept in any place or country at the discretion of the Manager.
Wyoming LLCs are fiscally transparent; profits and losses may be transferred through its members and subject to personal income tax. Alternatively, you may choose to have a Wyoming LLC taxed as a C Corporation with the IRS and subject to federal corporate income tax.
Wyoming LLCs may require a Federal Tax Identification Number (EIN). Also, most banks require an EIN to open a business bank account.
Wyoming requires LLCs to file an annual report by the first day of the anniversary month of the LLC's incorporation. The cost is $50 or $0.0002 for assets located and employed in Wyoming, whichever is greater. In this case, you will note that if you as a member or manager of the Wyoming LLC submit such a declaration, your first and last name will appear on the web, on the Wyoming LLC website owned by the Wyoming local government.
Foreign owned Wyoming LLC that does not conduct U.S. business and has no U.S. source income, deduction, or credit does not create U.S. federal personal income tax and does not create a requirement to file U.S. federal income tax returns.
Foreign members of the Wyoming LLC may be required to disclose reportable transactions between themselves and the entity by completing IRS Form 5472.
In addition to opening your Wyoming LLC, you will probably be interested in creating a life insurance policy on your taxation, taking up a second tax residence, in a country with territorial taxation, such as a residence in Panama or a residence in Paraguay
Also consider a company in Panama
Get a Real American address in Wyoming
Many businesses require not only the address of the Resident Agent (us) but also a real address. The reasons are many, insurance companies, credit unions, banks, and/or public bodies and above all customers must or may want to have access to your corporate address in the United States. Paypal USA for example, Wise, Revolut, require a corporate address different from that of incorporation or the Resident Agent. Without you traveling to the United States we can offer you a physical address that is yours alone where you can receive mail, parcels, parcels and mail in general which can be scanned (additional costs per scan) and can be sent to Italy or wherever you are at additional costs. The cost for this address, to be paid annually, is 350 USD per year with an activation fee to be paid only at the beginning of 400 USD, the total for the first year is therefore 750 USD and the subsequent years 350 USD.
Obtain real proof of US address through a receipt/bill
Obtain real proof of US address through a receipt/bill
Having an American address in Wyoming is not necessary in some specific cases. You need to have real proof that you live or work there. But what do you do if the business is online, or you have opened an LLC remotely and have a US address purchased, perhaps through ours or other services? You need to have a real and not fake user account, to pay and then receive a real paper invoice or bill (PDF is not used in the USA), to give it to whoever requests it and therefore Banks, Credit Unions and the Government. In this case we offer a real telephone line through one of our companies that installs a real telephone number in the state you desire (any state in the United States) and sends the paper invoice monthly to your American address. Contact us to order one.
