How to Move an LLC to Wyoming

An out-of-state LLC can change its state of organization to Wyoming through statutory domestication. Wyoming authorizes LLC domestication under Wyo. Stat. § 17-29-1012. The process requires a plan of domestication that must be custom-drafted to comply with both Wyoming law and the law of the LLC’s current state, along with articles of domestication filed with the Wyoming Secretary of State and coordinated filings in the departing state.

Whether a domestication can proceed depends on the laws of both states. The LLC’s current state must also authorize the transaction, sometimes called conversion. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

After domestication, the LLC is governed by Wyoming law. The company keeps its original formation date, EIN, contracts, property, bank accounts, and employees. The domestication changes the LLC’s legal home state without interrupting business operations.

Why Business Owners Move LLCs to Wyoming

Several features of Wyoming law make the state an attractive destination for LLC domestication.

Wyoming’s tax environment attracts business owners from higher-tax states. Wyoming imposes no individual or business income tax, and the state offers relatively low energy costs. A domesticating LLC may also reduce its overall tax burden if it no longer maintains taxable nexus with its original state after the move.

Wyoming’s LLC laws allow highly customized operating agreements, letting members tailor management, voting, distribution, and transfer provisions to their preferred arrangement. Wyoming also recognizes several specialized LLC structures that are not available in many other states, including series LLCs, close LLCs, and LLCs formed as decentralized autonomous organizations.

Wyoming treats the charging order as the exclusive remedy available to a judgment creditor of an LLC member, which prevents creditors from forcing a sale of the member’s interest or interfering with LLC management. This protection applies to both single-member and multi-member LLCs under Wyoming law.

Business owners who relocate to Wyoming often want the LLC domiciled in the same state. A Wyoming-domiciled LLC simplifies administration, makes in-person dealings with state agencies more convenient, and allows the owner to hire local accountants and attorneys who are licensed and experienced with Wyoming law.

Who Can Domesticate an LLC to Wyoming

Wyoming’s domestication statute does not restrict which types of LLCs may domesticate into the state. The primary eligibility constraint comes from the other side: the LLC’s current state must also authorize the transaction, and the LLC must be in good standing. If the current state permits domestication or an equivalent procedure, Wyoming will accept the filing. An LLC organized in a state with no statutory domestication or equivalent procedure cannot domesticate directly into Wyoming but may be able to move using a merger-based reorganization.

Wyoming law allows LLCs to engage in most types of business but prohibits LLCs from acting as financial institutions or insurers. An LLC that renders professional services requiring a Wyoming license must comply with the applicable occupational statute and licensing body rules. A domesticating LLC that will operate as a close LLC, series LLC, or decentralized autonomous organization must meet the additional requirements of Wyoming’s specialized LLC supplements.

Documents Required for Wyoming LLC Domestication

A Wyoming LLC domestication requires multiple documents, some filed with state agencies and some maintained privately.

The domestication plan is the authorizing document. It approves the transaction and must be custom-drafted to comply with the laws of both the current state and Wyoming. The prior state’s law may call this document a plan of domestication, plan of conversion, or similar term.

The articles of domestication are the filing document that establishes the LLC as a domestic Wyoming entity. The domesticating LLC files the articles of domestication with the Wyoming Secretary of State’s Business Division. Wyoming does not require a separate plan of domestication as a filing under Wyoming law, though the prior state’s law may require one.

In addition to the plan and the filing, the domesticating LLC needs two internal governance documents:

• A state-specific operating agreement that structures the LLC under Wyoming law, provides rules for profit distributions and decision-making, clarifies the federal income tax classification, and helps provide maximum liability protection.
• A resolution authorizing domestication that approves the transaction and adopts the Wyoming organizational documents as the LLC’s governing documents.

The documents above reflect Wyoming’s requirements. The LLC’s current state imposes its own documentation requirements, which may include a separate plan filing, a certificate of good standing, and other documents not required by Wyoming. Both states’ requirements must be satisfied for the domestication to proceed.

How to File a Wyoming LLC Domestication

Filing the articles of domestication with the Wyoming Secretary of State establishes the company as a domestic Wyoming LLC. Before filing, the LLC must complete several preliminary steps:

• Conduct a preliminary name search with the Wyoming Secretary of State’s Business Division to determine whether the LLC’s name is available
• Obtain certified copies of the LLC’s organizational documents from the current state’s filing agency
• Obtain a Certificate of Good Standing from the current state
• Obtain signatures on the articles of domestication

Once the preliminary steps are complete, the LLC files the articles of domestication with the Wyoming Secretary of State’s Business Division and files domestication documents with the Secretary of State or equivalent agency in the state the LLC is leaving.

The Wyoming Secretary of State’s Business Division processes domestication filings within 15 business days under normal conditions. Wyoming does not currently offer expedited processing for an additional fee. The domestication becomes effective when the Secretary of State accepts the filing, and the domestication does not interrupt the LLC’s ordinary operations.

Cost of Moving an LLC to Wyoming

Domesticating an out-of-state LLC into Wyoming involves professional service costs, state filing fees, and in some cases registered agent fees. The documents and filings described above require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the Wyoming Secretary of State charges a $100 filing fee for the articles of domestication. The current state’s filing fee depends on where the LLC is organized. For reference, Wyoming charges $60 for an LLC domesticating out of the state.

Service provider rates vary by provider, scope of work, and fee structure. A provider’s work for an LLC domestication typically includes planning, document drafting, communication with LLC owners and state agencies, and filing coordination.

Every Wyoming LLC must maintain a registered office and registered agent in the state. A registered agent accepts service of legal process and other important notices for the business. LLCs without a physical Wyoming address often hire commercial registered agents, typically for around $150 per year. The Wyoming Secretary of State maintains a list of commercial registered agents.

Wyoming LLC Laws That Apply After the Move

The Wyoming Limited Liability Company Act (Wyo. Stat. §§ 17-29-101 through 17-29-1105) governs all domestic LLCs, including those formed through domestication. An LLC that domesticates to Wyoming becomes subject to these obligations immediately upon effectiveness of the domestication.

Wyoming Annual Report and Compliance Requirements

Wyoming requires domestic LLCs to file an annual report with the Secretary of State by the first day of the LLC’s anniversary month. The report uses a simple online filing process. The filing fee is $60, which is low relative to most states.

Wyoming LLC Operating Agreement Requirements

Wyoming law refers to the LLC’s internal governance document as an operating agreement. The operating agreement governs the LLC’s internal affairs, including member and manager rights, profit distributions, and management structure. The operating agreement is not filed with the state; the LLC maintains it as a private document.

Wyoming LLC Member and Manager Protections

Wyoming permits operating agreements to modify or eliminate default fiduciary duties among members and managers, giving LLCs flexibility to define their own governance standards.

Moving an LLC Out of Wyoming

Wyoming also permits outbound domestication under the Wyoming Limited Liability Company Act. An LLC organized in Wyoming can domesticate to another state by filing a Limited Liability Company Application for Certificate of Transfer with the Wyoming Secretary of State and paying a $60 filing fee.

The outbound filing requires a plan of transfer to another jurisdiction approved by the LLC’s members.

Alternatives to Wyoming LLC Domestication

A merger-based reorganization achieves the same result as domestication when the other state’s law does not authorize the transaction. Reorganization requires forming a new LLC in the destination state and merging the original LLC into it.

Wyoming permits LLC mergers, and the Wyoming Secretary of State charges a $60 filing fee for the merger documents. For a detailed explanation of how reorganization works, see our guide to the LLC reorganization process.