Starting a Wyoming Corporation
Opening a Wyoming LLC is a simple process that can be completed in less than an hour. To open a Wyoming LLC, simply contact our firm; simply send us the desired company names. A Wyoming LLC does not require a franchise fee, unlike a Delaware LLC. Wyoming has always had a pro-business policy. They pioneered the LLC in 1977, when they combined a partnership and a corporation to create a hybrid legal entity called a limited liability company—so LLC owners would have limited risk of loss (like a corporation) but benefit from the flexibility of a partnership.
Thus allowing businesses to prosper 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 how the LLC will operate in the operating agreement. There are minimal corporate structure requirements for its management, including no corporate meetings, directors, a 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 their members, managers, or officers are not disclosed in public records.
Additionally, Wyoming is the only state with specific laws protecting the interests of single-member LLC members. Wyoming has taken the time to consider the rights and protections of its limited liability company, and this is reflected in having the strongest legislative framework in the nation .
Wyoming is the only state in the United States that provides the protection of a charging order on the ownership of a single-member LLC. A charging order is a court order directed to the LLC requiring it to send all distributions that would otherwise have gone to the owner/debtor to the judgment holder instead. This restriction can make it more difficult for a creditor to collect, as the creditor will be unable to force the debtor to sell their ownership interest in the company.
The incorporation process is simple, straightforward, and can be completed in just 1-2 days. A Wyoming LLC also benefits from the lowest incorporation and maintenance costs in the United States.
Wyoming LLCs can choose to be treated as C-Corps (subject to corporate tax) or be tax-transparent entities. Profits of an LLC that chooses to be a tax-transparent entity are considered passed through to its members and taxed at the personal level. Members pay personal income taxes on the LLC's profits in proportion to their ownership interest in the LLC, whether distributed or not.
This means that a Wyoming LLC is not considered a separate entity for tax purposes, and therefore if its members are non-U.S. tax residents, they will be required to pay U.S. taxes only on U.S.-sourced income.
However, if their country of residence taxes foreign-source income, members may be subject to paying taxes on all foreign profits in their country of residence, if required by that particular country's legislation.
If its members are tax residents of a tax-exempt country or territorial tax and derive no income from the United States, they can operate a completely tax-exempt Wyoming LLC while benefiting from the reputation of a U.S.-incorporated entity.
Wyoming LLCs are commonly used for asset protection, ecommerce, Amazon FBA, professional services, U.S. banking and merchant account access, startups, and as holding companies.
Open LLC Wyoming: zero taxes for foreign owned
Taxes
Tax Residency: A corporation organized or incorporated under the Wyoming Limited Liability Company Act is a tax resident of Wyoming and the United States.
Basis: Federal income tax is levied on U.S. effectively connected income (ECI). Wyoming does not impose state income taxes.
Taxation: Wyoming limited liability companies can choose to be taxed as a C-Corporation or as a disregarded entity.
C corporations are subject to federal income tax. Alternatively, an LLC can 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-U.S. residents (and not subject to personal income tax) and the LLC does not operate or generate profits from the United States, does not lease or own property in the United States, and has no U.S. employers, the offshore income earned by a Wyoming LLC may not be subject to tax.
Corporate Tax Rate: C corporations are subject to federal income tax at a rate of 21%. Delaware-derived income is subject to state income tax at 8.7%.
Capital Gains: Capital gains or losses arising from assets held for more than 12 months are treated as long-term capital gains or losses, capital gains and losses arising from assets held for 12 months or less are treated as short-term capital gains or losses.
Net capital gains are the excess of long-term net capital gains over short-term net capital losses. 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 tax rates.
Dividends: Dividends received by a U.S. corporation from another U.S. corporation may be deductible at 70%. The dividend deduction can be increased to 80% if the recipient holds between 20% and 80% of the distributor's shares.
Dividend payments between U.S. companies that are members of the same group may be exempt. Some companies may be subject to accumulated income tax on retained earnings unless the accumulation is justified by business needs. Some holding companies that receive substantial passive income may be subject to personal holding company tax on retained earnings at a 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 the income of foreign subsidiaries when earned and foreign-sourced dividends received. Double taxation relief can be achieved through tax treaties, tax credits, or by claiming a deduction for foreign taxes paid.
A foreign subsidiary owned more than 50% by U.S. tax residents is considered a controlled foreign corporation (CFC). Certain undistributed income (Subpart F income) retained in a CFC will be subject to tax.
Passive income retained 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-U.S. residents (and not subject to personal income tax), and the LLC does not operate and generate profits from the United States, does not lease or own property in the United States, and has no U.S. employers, offshore income accrued by 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%. The withholding tax may be reduced or exempted under a tax treaty.
Losses: Losses from taxable income can be carried forward for 20 years and carried forward for 2 years.
Inventories: Inventories may be valued at the lower of acquisition/production cost or market value. The first-in-first-out (FIFO) and last-in-first-out (LIFO) methods are permitted for determining costs.
Anti-avoidance rules: Transactions between related parties must be conducted at arm's length. If a company fails to comply, the IRS may increase its taxable income and the tax due.
Thin capitalization rules apply to disallow interest payments on excess debt and make these payments as dividends.
A foreign subsidiary owned more than 50% by U.S. tax residents is considered a controlled foreign corporation (CFC). Certain undistributed income (Subpart F income) retained in a CFC will be subject to tax.
Passive income retained 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 6.20% Social Security tax on the first $127,200 of wages paid to employees and a 1.45% Medicare tax on any wages, regardless of the amount.
Additionally, employers must pay, under certain conditions, the 6.2% Federal Unemployment Insurance Tax (FUTA) 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.
Business and employment credits are also available to provide specific incentives for achieving certain economic goals.
Credits may also be available for qualified research expenditures (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 business in the United States can require 11 payments and 175 hours per year to prepare, file, and pay corporate income tax, value-added tax, and employment taxes, including payroll taxes and social security contributions.
Personal Income Tax: An individual is considered a U.S. resident for tax purposes if he or she is a citizen or permanent resident 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 preceding two 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 tax on their worldwide income.
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 workers may be subject to the 15.3% self-employment tax. The rate is made up of two parts: 12.4% for Social Security (old-age, survivors', and disability insurance) and 2.9% for Medicare (hospital insurance).
Capital gains from assets held for more than 12 months are subject to a maximum rate of 20%. Gains from assets held for 12 months or less are taxed at standard rates.
Dividends, interest, royalties, and rental income are subject to individual income tax at the applicable rates.
Additionally, individuals may be subject to net investment income tax (also known as Medicare contribution tax) on investment income received from individuals with modified adjusted gross income above certain amounts.
Other Taxes: The Wyoming sales tax rate is 4%, but additional local sales taxes may apply.
Real estate is subject to local taxes in Wyoming.
Real estate inheritances are taxed in the United States.
There is no wealth tax in the United States.
Legal Basis
Country code: USA
Legal basis: Common law
Legal Framework: Wyoming Statutes – Wyoming Limited Liability Company Law (Wyoming Statutes – Title 17, Chapter 29)
Corporate form: Limited Liability Company (LLC)
Liability: Members' liability is limited to the amount of their capital contributions.
Capital: There is no minimum or maximum capital requirement to register, and there are no restrictions on post-incorporation contributions. More than one class of membership is permitted, allowing for flexible structuring.
Members: A Wyoming LLC may consist of one or more members, who may be individuals or legal entities, residents or non-residents, without limitation. The identities of registered LLC members may not be disclosed publicly.
Managers: Members of a Wyoming LLC may act as managers or, alternatively, appoint a manager. Corporate officers are permitted. Details are not publicly available.
Registered Address: Wyoming LLCs must appoint a registered agent with a physical address (not a PO Box) in Wyoming. The Wyoming LLC's registered agent must be available during regular 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 U.S. corporations can continue in Wyoming and become Wyoming LLCs.
Compliance: Wyoming LLCs must maintain accounting records that are sufficient to show and explain the company's transactions. The company's books, records, and minutes may be maintained in any location or country the Manager chooses.
Wyoming LLCs are tax transparent; profits and losses can be shifted through their members and are subject to personal income tax. Alternatively, you can 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 taxpayer identification number (EIN). Additionally, 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 month of the anniversary of the LLC's incorporation. The fee is $50 or $0.0002 for assets located and employed in Wyoming, whichever is greater. Note that if you file this return as a member or manager of the Wyoming LLC, your name will appear on the Wyoming LLC website managed by the Wyoming local government.
A foreign-owned Wyoming LLC that does not conduct business in the United States and has no U.S.-source income, deductions, or credits does not create U.S. federal personal income tax liability and does not create the obligation to file U.S. federal income tax returns.
Foreign members of a Wyoming LLC may be required to disclose reportable transactions between themselves and the entity by filing IRS Form 5472.
In addition to opening your Wyoming LLC, you will probably be interested in creating a life insurance policy on your tax return by taking 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 a physical address in addition to the Resident Agent address (us). There are many reasons for this: insurance companies, credit unions, banks, and/or government agencies, and especially customers, must or may want to have access to your corporate address in the United States. PayPal USA, for example, Wise, and Revolut require a corporate address other than the incorporation address or Resident Agent address. Without you having to travel to the United States, we can offer you a physical address exclusively for you where you can receive emails, packages, parcels, and general mail. This address can be scanned (additional costs per scan) and sent to Italy or wherever you are at an additional cost. The cost for this address, payable annually, is $350 per year with an initial activation fee of $400. The total for the first year is therefore $750 and subsequent years $350.
Obtain real proof of American address through a receipt/bill
Obtain real proof of American address through a receipt/bill
Having a US address in Wyoming is not necessary in some specific cases. You need real proof that you live or work there. But what if your business is online, or you have opened an LLC remotely and own a US address purchased, perhaps through our or other services? You need a real, not fake, utility bill to pay and therefore receive a real paper invoice or bill (PDFs are not used in the US), to give it to those who request it, such as banks, credit unions, and the government. In this case, we offer a real telephone line through our company that installs a real telephone number in the state of your choice (any US state) and sends the paper invoice to your US address on a monthly basis. Contact us to order one.
