Wyoming Limited Liability Company


Information provided by the Wyoming Secretary of State Business Division

Wyoming LLC “Hybrid between a corporation and a limited partnership”

In 1977 a piece of special legislation was passed creating a unique entity called the Wyoming Limited Liability Company. It provides protection from personal liability like a corporation andreceives the tax treatment of a limited partnership without limitation on citizenship ofmembers or numbers of members. No general partner is liable for all debts of the enterprise.Each member of a limited liability company enjoys liability limited to the extent of theirinvestment in the program and pays tax individually in proportion to ownership thus avoidingthe corporate malady of double taxation.

General Characteristics

• Limited liability – each member enjoys liability limited to the amount invested in the program like a corporate shareholder.
• Legal basis – Wyoming Limited Liability Company Act (W.S. 17-29-101 et seq.)
• Tax advantage – avoids double taxation because its members pay taxes like partners in apartnership.
• A company may designate any period of duration instead of the former set duration of 30 years.
• Non-transferable interest – a member may not transfer his voting interest without concurrence of all remaining members.
• Name requirement – Allows a limited liability company to have different abbreviations inits name (e.g., LLC, L.L.C., LC, L.C., Ltd. Liability Co., Limited Liability Co.).
• Formation – must be formed by written articles filed with the Secretary of State. Anyperson may form a limited liability company which must have two or more members.
• Allows for flexible limited liability companies.
• Allows professionals to organize as a limited liability company unless the applicablelicensure statute or rules prohibit it. Makes clear that a professional operating as amember of a LLC nonetheless remains personally liable for professional misconduct.


• Limited liability – a creditor of the limited liability company may not seek satisfaction ofany limited liability company debt against the personal assets of any member of thelimited liability company.
• Tax advantage – the members each pay their share of tax on their share of profitsavoiding double taxation of limited liability company profits.
• Number of investors – may have any number of investors; not restricted to 35 like an “S”Corporation.
• No general partner – unlike the general partner in a limited partnership, the manager ofa Limited Liability Company does not have unlimited personal liability for debts and themanager need not maintain one percent interest in the entity.