Wyoming series LLC requirements [FAQ]

Last updated : Sept 2, 2022

Does Wyoming allow Series LLCs?

Wyoming recently became one of 18 states which allow the formation of Series LLCs. The law was enacted on July 11, 2018 and allows the creation of Close Series LLCs as well. Both entities are a wonderful addition to Wyoming's LLC Act and provide additional flexibility when doing business.

How do I form a series LLC in Wyoming?

To create a Series LLC in Wyoming, you'll need to submit the Series Limited Liability Company Articles of Organization to the Wyoming Secretary of State. This document can be submitted online or by mail. The Series LLC Articles of Organization costs $100 to file plus $10 for each series you form.

What is a series LLC in Wyoming?

The easiest way to explain a Series LLC is that it's like setting up a holding company and there are subsidiaries under that holding company. But rather than each subsidiary LLC being filed as a separate entity, they are all contained under a single filing with the Secretary of State.

What is the difference between an LLC and a Series LLC?

What Is a Series LLC? A Series LLC gives you all the same benefits as a regular LLC, but it serves as a sort of "umbrella company" with additional flexibility and protections for multiple companies or lines of business within your overall operation.

What is the purpose of a Series LLC?

With a Series LLC, a holding company can hold all individual businesses under a single umbrella while mitigating the risk of one business' assets being used to satisfy the debts or liabilities incurred by another of its businesses.

Is a Series LLC a holding company?

A holding company doesn't actively operate businesses—it simply exists and owns. As a series LLC, the holding company would own all of the individual series beneath its umbrella. Real estate investors with multiple properties sometimes form series LLCs to isolate liability.

Why use a Wyoming LLC?

Wyoming has many advantages over other states for building an LLC. It has no state income tax, filing and reporting costs are low, members' privacy is assured, and it has charging order protection laws.

How much it cost to open an LLC in Wyoming?

How much does it cost to form an LLC in Wyoming? The Wyoming Secretary of State charges a $100 fee to file the Articles of Organization by mail and $102 to file online. You can reserve your business name by filing an LLC name reservation for $50.

How much does it cost to open a LLC in Wyoming?

 Filing fee of $100.00. To file online, visit: https://wyobiz.wyo.gov. Make check or money order payable to Wyoming Secretary of State for paper filings. within 60 days of the due date the entity will be subject to dissolution.

How are Series LLC taxed?

A series LLC owner will file federal taxes in the same way that an LLC does. The series LLC will file a single tax return as the main LLC. All income from the LLCs in the series will be included on the Schedule E portion of the owner's personal tax return.

What is a close LLC in Wyoming?

The term “Close” in a Wyoming Close LLC refers to the “closely held” nature of the entity with respect to Family Control. The owners of the LLC appoint one or more managers of the LLC. Managers may be the owners or non-owners. The managers have 100% control over the business and financial matters of the LLC.

What is a Delaware Series LLC?

Delaware is one of several states where you can start a Series LLC. A Series LLC is a unique business entity that consists of a single parent organization or “master” LLC and one or more “series” or “cells” that can have separate finances, bank accounts, business purposes, and limited liability.

Are series LLCs worth it?

Benefits of Series LLC's Reduced startup cost. Only one filing fee is required, and an attorney can set up the parent and cells at less cost than setting up multiple LLCs. There are still some additional documents that must be filed for the individual LLCs in the series. Protection of Assets.

Is a series LLC a good idea?

If you want to make sure your assets have good, solid protection, it's a much better idea to avoid corporate structures that don't provide reliable protection. Avoid series LLCs as a form of protection until a definitive case law is established and rely instead on known, tested entities such as individual LLCs.

How do you structure a series LLC?

1. STEP 1: NAME YOUR SERIES LLC. Series LLC naming rules vary from state to state.
2. STEP 2: CHOOSE A REGISTERED AGENT. A registered agent is a person or business that sends and receives legal papers on your behalf.
3. STEP 3: DOCUMENT YOUR SERIES LLC.
4. STEP 4: CREATE A SERIES LLC OPERATING AGREEMENT.

Does a Series LLC have its own operating agreement?

A series LLC operating agreement is a document that outlines how a series LLC will be regulated and governed. Although LLC operating agreements are rarely required by state law, a series LLC can be a complicated business structure, so a detailed operating agreement is essential for the success of the business.

Is a Series LLC a separate legal entity?

Because the Series LLC is a single legal entity, no additional state formation filings are generally required to establish a new series.

How many states allow series LLCs?

The Series LLC was initially pioneered by Delaware, a famously pro-business state. Even today, Delaware remains a popular state for entity formation. Other states followed in Delaware's footsteps, and today you can get a Series LLC in Texas, Tennessee, Utah, Nevada, Illinois, Oklahoma, and Iowa.

Is a series LLC an S Corp?

A Series LLC Treated as an S-corporation A pass-through entity does not pay taxes, rather the S-corporation passes its income and losses through to its shareholders. The shareholders of an LLC treated as an S-corporation report the earnings and losses of the S-corporation on their personal income tax returns.

What is a protected series LLC?

A protected series LLC has both “horizontal” liability shields as well as the standard “vertical” liability shield. The “horizontal” shields protect each protected series (and its assets) from automatic, vicarious liability for the debts of the company and for the debts of any other protected series of the company.

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oh hey what's up Colin Leigh here with lay roots and I get a lot of questions about series LLC's I was talking to a number of people about it this last week they are hot topic lately mostly I believe because Wyoming enacted series LLC's to their LLC statute some other states had done it before like Texas but nobody really cares about Texas just kidding I got friends there so I can say that so Wyoming's got this series LLC statute alright so a series LLC it's basically a box so you got your main LLC that you set up established in Wyoming and then you get to set up these like child LLC's boom right so now all of the seven you've got your main LLC and then you've got a new one you got one you've got a second Alice II got a third LLC and all of these all relate to this one LLC filing so it's one annual report one annual fee instead of having you know three or four that's pretty cool that seems pretty delightful if you are creating a lot of LLC's maybe you're investing in real estate and you want to put every property in an LLC this helps you save some money and some administration headaches go one thing to do here each property can be in a separate LLC so what are the drawbacks of this one these all share the same named as this main one so you know if you're trying to stay on the down-low and not have people figure out how much stuff you own you know they could link all of these together if it's associated to say a property in each one the property cartoon so I mean you could do like a trade name for each one if you want but then again you got some administration hassle there the other issue the bigger issue I see is that this is Wyoming this is Wyoming law or its Texas law or Nevada wherever they have series LLC's and if you are say a resident of Washington or California and you find yourself in a court room in one of those places then there's no guarantee that the court is gonna follow Wyoming loss there's no requirement that they have to the judge has a choice of law analysis basically that they go through very straightforward name for that basically you're gonna be in court saying let's follow the laws of this other state and the people who are suing you are gonna say mmm no let's follow the laws of this state where we are there's no telling which way it goes it goes both ways if it goes your creditors way all of these are gonna get smashed down into one LLC so then you end up with what you didn't want to have and you have a whole bunch of properties inside of one LLC creditors coming after all of the properties it's a neat idea but it has some limitations to it all so these are all Wyoming LLC's and if you're doing business in other states you may end up needing to register each LLC in the other state so you have to register them there so you end up with the the annual report annual fee you end up with the things that you didn't want in the first place right you end up having all these things so how could you fix that do this it's gonna new colors this is what I'm thinkin cuz there's people who are investing in a lot of properties so you know I have clients that come and they're getting into real estate investing and they got one property and two and then you know I talked to them a few months later and suddenly they have ten properties because they're they're down in Oklahoma City buying up some some cheap real estate and renting it out cheap compared to Seattle right so how about this who can't really see that very well but this is your series LLC you main one there in Wyoming and then you got your child or children LLC's child 1 child 2 child 3 child for child 5 and instead of registering those LLC's and the other states outside of Wyoming like Ohio Oklahoma instead of registering them there instead of registering that LLC there perhaps consider putting them into a asset protection trust that's better than a land rest gosh should pre done all this artwork this is the house those are houses properties so what happens here is a property goes into an asset protection trust the beneficiary of that as protection trust is this child LLC property and to trust pointed at the LLC child you get the point one two three four five an asset protection trust has beneficiaries designated in it and if you have an extra protection trust you typically have somebody an independent person maybe it's me who can modify this trust if you get in trouble say something terrible happens here property for the beneficiary of this trust could be someone else it could become another LLC altogether that's just kind of sitting out there on its own in a way that draws this property away from all of the other ones and of course on all these well all these guys you'd want to have another management LLC that sort of thing you've got some agreements between these trusts these LLC's that this this LLC company is going to manage all these properties handle the money and that sort of thing money then flows up here then flows ideally to your your your main asset protection trust which then goes all the way up to you all right so this drawings getting out of control now there's a lot of stuff going on here however very low annual maintenance annual maintenance fees right you got one LLC ringing in here all these guys don't have annual requirements all of these trusts don't have additional annual requirements if you've already got an asset protection trust up here you know your you have your trust protector and that's working for you this could significantly reduce the annual cost of this whole structure oh yeah then you got your Management LLC over here you got that annual annual fee and a requirement otherwise for all of this stuff you are sitting pretty good and most importantly you have a lot of options at least if you have the asset protection trust in there because if you get into some sort of trouble your trust protector or trustee can step in and you know modify this trust maneuver a little bit legal maneuvers that are allowed so that's what I do that's as I talked to a number of people there's past week who are getting into real estate investing they're gonna be investing in Oklahoma where they can just buy a property after property so if you have any questions about how to get moving on something like this how to get this type of structure in place so that you are protected from any of these stupid lawsuits that might come up you can give us a call or go to live more carefree calm schedule an initial call be happy to chat with you about your goals and how we might be able to work together that's it Thanks

Thanks for your comment Sandi Bulan, have a nice day.
- Danette Roundy, Staff Member

so why form a wyoming llc wyoming has done three things incredibly well first they've done a great job at improving their llc statutes to make them the strongest in the country second unlike other states such as nevada and delaware in keeping the initial and annual fees low and number three one little known fact is that the wyoming llc has the longest llc case law history in the country because they drafted the first llc statutes in the nation in 1977 about 18 years before most other states in fact i grew up visiting family in wyoming and my grandfather and his 11 brothers and sisters were raised on a farm there so in this video we'll first quickly cover the top 10 benefits of a wyoming llc and then we'll dive into the details of each benefit and i set up my first wyoming corporation in 1995 and hundreds of wyoming corporations and llcs since then our company started in 1906 i believe we have over 70 000 clients in our database we have attorneys on our staff so if you want to set up a wyoming llc contact us at the number below and by the way if you're watching this on youtube please click the like button below so youtube promotes this video thanks so much and you can also click the subscribe button so that when more videos come out like this you'll get notified now keep in mind you can use your wyoming llc back home first have us form your wyoming llc second have us file documents that qualify your wyoming llc to do business where you live and i must say places such as yellowstone national park and jackson hole ski resort are some of the favorite destinations in the u.s i mean how'd you like to go to a five-star luxury ski resort to have your wyoming llc meetings and take your trip as a tax write-off we've seen completely legal ways to do that so before you do check with your cpa for details what are the top 10 benefits of forming a wyoming llc first the names of the members or corporate shareholders and ceo for that matter are not filed in the public records in wyoming second wyoming has zero business tax on corporations or llcs and no personal income tax third wyoming does not share financial records with outside agencies four you do not have to reside in wyoming to form an llc there five wyoming offers protection for acting members and managers of corporations and llcs number six a one person llc offers charging order protection so that when an owner is sued the law can protect the member from losing the company or the assets inside as of this video only five states offer this benefit number seven llcs and corporations in wyoming can offer stock or llc membership in exchange for services work real estate and more instead of cash number eight llcs are flexible in terms of management that is you don't even need to be a member or owner of a wyoming llc in order to have 100 of the management control number nine wyoming offers flexible profit distribution regulations to llcs and number 10 and finally wyoming minimizes the risk time and cost when somebody sues your business now there are some people that say if you form a wyoming llc and use it back home that only the llc rules back home apply true for some things but not for all things study the case law history like i have and in just about all u.s jurisdictions issues having to do with intercompany matters the operating agreement and matters among the llc members are regulated by the jurisdiction where the entity was formed in this case wyoming where the laws are very business friendly and not where the members or owners live now if you're considering forming a wyoming llc let's first discover exactly what an llc is an llc or limited liability company gives limited liability to its owners also known as members and offers a pass-through tax structure by default with a pass-through tax structure the business does not pay taxes on its own income instead any gains or tax deductions are passed through to the owners and filed on their personal tax returns furthermore you get to choose the tax treatment of your wyoming llc you can choose to have it taxed as a single member llc taxed as a sole proprietorship with two or more members as a partnership or if you file additional forms with the irs you can choose c corporation or s-corporation taxation for your llc as with any state there are some guidelines you must follow when setting up a wyoming llc but there are also significant advantages so now let's detail some of the benefits of forming an llc in wyoming first members shareholders that is owners as well as ceos and non-registered officers are not filed in the public record that is wyoming provides privacy of ownership for the llc in wyoming you can have a nominee director or nominee manager that's an optional service that we provide so that one of our associates will show up in the public records as llc manager instead of you should you so wish because wyoming llc states that the names of the llc managers must be publicly filed whereas your nominee will have no real control they can show up in the public records instead of you so that when some contingency fee attorney goes sniffing around for assets he or she won't see your name online as being part of the company as a nominee meaning in name only this person does not necessarily need to have an authoritative position with the company using this option helps to add further anonymity for those associated with companies in wyoming naturally this service is to be used for ethical and legal purposes only owners of privately held wyoming llcs and corporations do not need to have their names disclosed in public records this helps protect members and shareholders from lawsuits as the public cannot necessarily tie them to the company so if a member or shareholder has a nominee step in as llc manager he can remain out of the public records reason number two wyoming has zero business tax on corporations or llcs and no personal income tax one of the most appealing aspects of forming an llc in wyoming is that wyoming is a zero income tax state along with this here are some of the other benefits wyoming offers is there a corporate tax is there a franchise tax zero stock tax wyoming does not have personal income taxes for single member llcs and llc's taxes partnership income report including gains and losses is passed through to the individual members since wyoming does not have a state corporate income tax wyoming resident members of llcs are able to avoid this extra taxation accordingly combined state and federal taxation in most states averages around 45 to 54 percent so when you consider forming an llc where the tax burden goes straight to the members it's important to consider your state income tax in addition to the federal income tax rate depending on which state you reside in these tax breaks can be significant as a flow-through entity you only pay taxes where you live but there will not be additional tax filings in wyoming reason number three wyoming does not share business or personal records with outside agencies since wyoming does not have an information sharing agreement with the irs this keeps the conflict between state and federal com

Thanks Maya your participation is very much appreciated
- Danette Roundy

About the author

Danette Roundy

I've studied time geography at Tougaloo College in Tougaloo and I am an expert in ordinary differential equations. I usually feel optimistic. My previous job was management consultant (analyst) I held this position for 5 years, I love talking about weight training and neosoul. Huge fan of Lauren London I practice skydiving and collect football cards.