Why Choose Wyoming for a Non-Citizen LLC?

Wyoming has become a popular destination for non-U.S. residents seeking to open a Limited Liability Company (LLC) in America. Wyoming’s combination of business-friendly laws, tax advantages, and low fees have made it attractive to entrepreneurs and small businesses from all over the globe.

Note: Non-U.S. residents are people who live outside of the United States, even if they hold American passports or Social Security Numbers. Their primary home is located in another country. Whereas a non-citizen is someone who does not possess an American passport, regardless of whether they live inside or outside of the U.S.

Understanding the basics of an LLC

LLCs are a popular business structure that combines personal asset protection, often associated with a corporation, with the simplicity of a partnership.

• The personal assets of the LLC owners are protected from business debts and liabilities. So if the business goes bankrupt, the owner’s personal assets, such as their homes, cars, and personal finances, are not at risk.
• LLCs can choose to be taxed as a sole proprietorship, partnership, S corp, or C corp, allowing the proprietors to select the best tax treatment for the business.

Why form an LLC in the United States

There are several reasons why nonresidents want to form LLCs in the U.S.

1. Enhanced credibility and reputation: Forming an LLC in the United States, particularly in a business-friendly state like Wyoming, can make a business seem more prestigious. This could make it a more attractive proposition for investors.
   • A South African tech startup establishes a Wyoming LLC to enhance its image and attract investors. Being formed in a state like Wyoming may open doors that might not have been open if it had been organized in South Africa.
2. Access to the U.S. market: Establishing a Wyoming LLC can make it easier for foreign businesses to enter the world’s largest market, offering more opportunities to grow and expand.
   • A Canadian outdoor manufacturer forms an LLC in Wyoming. This would allow the company to have a U.S. presence and visit trade shows and potential suppliers.
3. Access to U.S. payment and baking systems: Having a U.S. LLC makes it easier for remote businesses to access American payment systems. This facilitates smoother transactions in U.S. dollars.
   • A British dropshipping business organizes in the U.S. This allows them to receive dollars much easier than before and can reduce losses on transaction fees and conversion rates.

Why a Wyoming LLC a good choice for non-residents

1. Tax benefits: The lack of state income tax makes tax filing simple and reduces overall tax liability. For those that generate income outside of Wyoming, there may be a tax liability of 0%.
   • An Australian online course creator forms an LLC and sells courses across Asia. The lack of state tax means that the creator can keep most of the profits.
2. Asset protection: Wyoming LLCs benefit from asset protection laws that stop creditors from seizing assets, adding an extra layer of security. This even extends to single-member LLCs, which is not always the case in other states.
   • A sole Japanese e-book author forms an LLC to safeguard their personal assets even if the business faces financial challenges.
3. Cost efficiency: The cost of forming and maintaining an LLC in Wyoming is lower compared to most other states. The initial filing fee starts at $100, and the annual report fee starts at $60 or $0.0002 per dollar of assets located in Wyoming.
   • A German software startup decides to form in Wyoming instead of California. The money saved on fees can be reinvested into product development and marketing.
4. Privacy: For those who prefer to keep their business confidential, Wyoming does not require owners or members to be named.
   • A high-net-worth individual from Singapore opens a Wyoming LLC to manage their U.S. investments anonymously. Wyoming privacy laws allow them to avoid any unwanted attention.

Step-by-step guide to forming a Wyoming LLC as a non-resident

Forming an LLC in Wyoming as a non-resident is a relatively similar process to residents, with a few exceptions and steps to be aware of. The process can be completed entirely remotely, which adds to the appeal of setting up in Wyoming.

1. Choose a unique business name

It is important to fully understand business naming rules in Wyoming before choosing your name.

• An LLCs name must be “distinguishable” from existing other businesses on file with the Wyoming Secretary of State. Read the “How to Choose a Company Name” document before checking that your name is available using the Secretary of State’s Business Search.
• An LLC name must contain one of the following: “Limited Liability Company,” “Limited Company,” “LLC,”  or “L.L.C.,” “LC,” or “L.C.” The abbreviations “Co.” and “Ltd.” can be substituted for the words “Company” and “Limited”.

You can reserve a name for 120 days by filing an Application for Reservation of Name. Names cannot be reserved online and the form must be filed by mail. The filing fee is $60 and payment must be by check or money order.

2. Appoint a registered agent

It is a requirement for nonresidents to appoint a registered agent with a physical address in the state.

A registered agent is responsible for receiving legal documents and official government correspondence for your LLC. It is important to choose a reliable registered agent service, as they will be your point of contact with the state. Some reputable options include Northwest Registered Agent, ZenBusiness, and Legalzoom.

When researching registered agents, consider experience, pricing, and additional services they may offer. Some offer assistance with filing annual reports or reminding you of important deadlines, which can reduce the administration load.

Our picks for best registered agent services

	Most recommended	Same-day processing Free registered agent service for one year Free domain, website, email and phone Expert support from real people	Visit Northwest
		Starts at $0 plus state fees 100% accuracy guarantee and worry-free compliance Personalized dashboard Finance and marketing tools	Visit ZenBusiness
		Perfect for multistate compliance Instant access to registered agent address Same-day e-delivery of documents	Visit Harbor Compliance

FAQs

Do I still need an EIN if I don’t want to open a U.S. bank account, hire employees and all of my business is done outside of the U.S.?

If your LLC only generates income outside the U.S., has no employees within the U.S., and doesn’t have a significant percentage of assets located within the U.S., and you don’t want to open a U.S. business bank account, you won’t need an EIN.

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

A Series LLC allows for the creation of multiple “series” within a single LLC, each with its own assets, liabilities, and members. In contrast, a standard LLC is a single entity without the ability to create a separate series.

What is an operating agreement, and do I need one?

An operating agreement is a legal document that outlines the ownership structure, management, and operational procedures of an LLC. While not legally required in Wyoming, it is recommended to have one in place to ensure smooth operations.

What is a DBA, and is it different from a trade name?

A DBA (Doing Business As) is a name used by a business that is different from its legal name. In Wyoming, a DBA is also known as a trade name.

Do non-U.S. residents need to file personal income tax returns in the U.S. if they own a Wyoming LLC?

Non-U.S. residents who own an LLC may need to file a U.S. personal income tax return (Form 1040-NR) if their LLC is engaged in a U.S. business.

What is pass-through taxation?

Pass-through taxation is where the business itself does not pay income tax. Instead, the profits and losses are “passed through” to the owners, who report them on their personal tax returns. LLCs are typically taxed as pass-through entities.

Can a nonresident be the registered agent for their Wyoming LLC?

No, a nonresident cannot serve as the registered agent for their LLC. The agent must have a physical address in Wyoming and be available during normal business hours.

How long does it take to form a Wyoming LLC?

The processing time depends on the filing method. Online filings are typically processed within 1-2 business days, while mailed filings can take 3-5 business days.

Are there any restrictions on the type of business a nonresident can operate in Wyoming?

There are no restrictions on the type of business a nonresident can operate as long as the business is legal under U.S. and Wyoming laws. However, some industries require specific licensing.

What is the difference between a Wyoming LLC and a Delaware LLC?

Wyoming offers stronger asset protection, greater privacy, and lower costs for setup and maintenance. Delaware LLCs are known for their established legal system specialized in business matters, flexibility in corporate structuring, and the prestige of forming in a state known for large corporations.

How much does it cost to form a Wyoming LLC?

The filing fee is $100 or $102. There may be additional costs like paying for a Wyoming registered agent service. Annual report fees are $60 or 0.0002% of the company’s assets, whichever is greater.

Can I form a Wyoming LLC without visiting the United States?

The entire process can be completed online or by mail.

How do I maintain privacy as a non-U.S. resident with a Wyoming LLC?

Wyoming offers privacy for non-U.S. residents by allowing the use of a registered agent service, not requiring LLC members to be disclosed on public documents. The BOI report will require individuals with significant ownership or control to be disclosed to FinCEN, although this information is not a public record.

What is the difference between a non-resident and a non-U.S. citizen?

A non-resident is someone whose permanent residence is not in the U.S.A. Non-residents may have an American passport, which would grant them American citizenship. Non-U.S. citizens are individuals who do not have American citizenship or a passport, they may reside in the United States, but they are not deemed American.

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3. Establish a U.S. business address

A nonresident must get a U.S. business address. This address is required for banking and legal matters.

Nonresidents who don’t have an address in the U.S. have a few options:

• Registered agent’s address: Many registered agent services offer the use of their address as the business address.
• Virtual office: These provide a physical address without actual office space and offer services like mail handling and forwarding.

4. File Articles of Organization

To officially form a U.S. LLC, you need to file Articles of Organization. These can be filed online, by mail, or in person.

When filing, provide the following information:

• LLC name and principal address
• Registered agent name and address
• Mailing address
• Principal office address
• Name and signature of the LLC organizer
• The effective date of the LLC (if different from the filing date)

Articles of Organization can be filed online through the Wyoming Secretary of State’s website. The filing fee is $100 plus a $2 convenience fee for online filing. The fees can be paid by credit or debit card.

5. Create an operating agreement

Although not legally required, drafting an operating agreement is recommended.

An operating agreement will:

• Describe the business structure
• Establish member’s roles and responsibilities
• Describe how the LLC will run

Without a clear operating agreement, an LLC could face difficulties in how it operates.

6. Obtain an Individual Taxpayer Identification Number (ITIN)

An ITIN is a 9-digit number provided by the Internal Revenue Service (IRS). It is for those non-U.S. citizens who need a U.S. taxpayer number but do not have a Social Security Number (SSN).

To obtain an ITIN:

• Complete form Form W-7 and submit it with a federal income tax return. When completing the form, select box “b” in the “Reason you’re submitting Form W-7” section.
• You can apply for an ITIN during any filing period.
• It can take up to 7 weeks to receive an ITIN.
• There is no way to file a W-7 online. Mail the W-7, tax return, proof of identity, and foreign status documents to: Internal Revenue Service, Austin Service Center, ITIN Operation, P.O. Box 149342, Austin, TX 78714-9342In the future, once you have your ITIN, you will file tax returns as directed in the instructions.

7. Obtain an Employer Identification Number (EIN)

An EIN is essentially a number that identifies an LLC. It is needed to open a bank account, hire employees, and file tax returns. You can apply for an EIN online through the IRS website. The process is fairly simple.

Provide the following information:

• LLC name and address
• ITIN
• Type of LLC (single-member or multi-member)
• Reason for applying for an EIN
• Date the LLC was started

8. File a Beneficial Ownership Information Report

Starting January 1, 2024, all U.S. companies, unless exempt, must file a federal Beneficial Ownership Information (BOI) report within 30 days of formation. This details beneficial owners, who are individuals who own more than 25% of the business or have “substantial control” over the business. BOI reports are not publically available and are filed online with the Financial Crimes Enforcement Network (FinCEN).

9. Obtain permits and licenses

It’s important that your business has all the necessary permits and licenses to operate legally. The specific requirements depend on your industry and location. Visit the Wyoming Business Council’s website, which provides information on state-level licenses and permits.

Once you have completed these steps, you are ready to go, but there are a few more things to be aware of before you start to operate.

10. Open a business bank account

A U.S. business bank account is essential for all companies operating in America. They allow business owners to receive payments with ease and can establish credibility in the U.S. market.

The number of online banking options catering to businesses has surged recently. These offer entrepreneurs and small business owners the convenience and flexibility of setting up and managing their accounts entirely online, providing a more streamlined and accessible alternative to traditional banks. Found, Relay, and Mercury each offer a range of features and benefits tailored to the unique needs of businesses operating in today’s fast-paced digital landscape.

To open a bank account, you will need:

• LLC formation documents
• Employer Identification Number (EIN)
• Proof of identification: Two forms of ID, like a foreign passport and a driver’s license.
• U.S. business address
• Additional documentation: Depending on the bank, a U.S. phone number may be needed

		Tailored financial services for freelancers and entrepreneurs Automated tax savings account, estimates, and expense tracking No monthly or hidden fees for basic banking	Visit Found
		Free accounts have many features Easy-to-use mobile app Existing integrations with a variety of software	Visit Relay
		Integration with Shopify, Stripe, Paypal, Quickbooks Domestic and international wire transfers are free User-friendly mobile app	Visit Mercury

FAQs

Do I still need an EIN if I don’t want to open a U.S. bank account, hire employees and all of my business is done outside of the U.S.?

If your LLC only generates income outside the U.S., has no employees within the U.S., and doesn’t have a significant percentage of assets located within the U.S., and you don’t want to open a U.S. business bank account, you won’t need an EIN.

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

A Series LLC allows for the creation of multiple “series” within a single LLC, each with its own assets, liabilities, and members. In contrast, a standard LLC is a single entity without the ability to create a separate series.

What is an operating agreement, and do I need one?

An operating agreement is a legal document that outlines the ownership structure, management, and operational procedures of an LLC. While not legally required in Wyoming, it is recommended to have one in place to ensure smooth operations.

What is a DBA, and is it different from a trade name?

A DBA (Doing Business As) is a name used by a business that is different from its legal name. In Wyoming, a DBA is also known as a trade name.

Do non-U.S. residents need to file personal income tax returns in the U.S. if they own a Wyoming LLC?

Non-U.S. residents who own an LLC may need to file a U.S. personal income tax return (Form 1040-NR) if their LLC is engaged in a U.S. business.

What is pass-through taxation?

Pass-through taxation is where the business itself does not pay income tax. Instead, the profits and losses are “passed through” to the owners, who report them on their personal tax returns. LLCs are typically taxed as pass-through entities.

Can a nonresident be the registered agent for their Wyoming LLC?

No, a nonresident cannot serve as the registered agent for their LLC. The agent must have a physical address in Wyoming and be available during normal business hours.

How long does it take to form a Wyoming LLC?

The processing time depends on the filing method. Online filings are typically processed within 1-2 business days, while mailed filings can take 3-5 business days.

Are there any restrictions on the type of business a nonresident can operate in Wyoming?

There are no restrictions on the type of business a nonresident can operate as long as the business is legal under U.S. and Wyoming laws. However, some industries require specific licensing.

What is the difference between a Wyoming LLC and a Delaware LLC?

Wyoming offers stronger asset protection, greater privacy, and lower costs for setup and maintenance. Delaware LLCs are known for their established legal system specialized in business matters, flexibility in corporate structuring, and the prestige of forming in a state known for large corporations.

How much does it cost to form a Wyoming LLC?

The filing fee is $100 or $102. There may be additional costs like paying for a Wyoming registered agent service. Annual report fees are $60 or 0.0002% of the company’s assets, whichever is greater.

Can I form a Wyoming LLC without visiting the United States?

The entire process can be completed online or by mail.

How do I maintain privacy as a non-U.S. resident with a Wyoming LLC?

Wyoming offers privacy for non-U.S. residents by allowing the use of a registered agent service, not requiring LLC members to be disclosed on public documents. The BOI report will require individuals with significant ownership or control to be disclosed to FinCEN, although this information is not a public record.

What is the difference between a non-resident and a non-U.S. citizen?

A non-resident is someone whose permanent residence is not in the U.S.A. Non-residents may have an American passport, which would grant them American citizenship. Non-U.S. citizens are individuals who do not have American citizenship or a passport, they may reside in the United States, but they are not deemed American.

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11. File LLC taxes

• Wyoming does not impose a state income tax on individuals or LLCs.
• Federal tax obligations: Those who own remote businesses that are organized in Wyoming but do not do any business in the United States will be subject to a 0% federal tax if all income is sourced outside of the U.S.
• LLC owners in Wyoming are subject to a flat 30% federal income tax rate on U.S.-sourced income, paid directly to the IRS. This rate may be reduced if there is a tax treaty between the U.S. and your home country.

Example: An Indian resident opens a Wyoming LLC that develops software used by clients in the Middle East. No work is completed in the U.S. The federal states that as this income is not U.S.-sourced, there is no tax on it. Wyoming will not impose any state tax either. The focus will be on Indian tax laws and the system there.

Ongoing compliance

• Annual reports must be filed with the Secretary of State. This report is crucial for maintaining the company’s good standing. This report is due each year on the first day of the month in which the LLC was formed. The form must be submitted within 60 days of this date. 
• The annual report filing fee is $60 or 0.0002% of the company’s assets, whichever is greater. Registered business entities that are deemed “Active” can use the Annual Report Wizard to file. This allows them to file reports online and pay using credit cards.