Wyoming Limited Liability Company

 

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 and receives the tax treatment of a limited partnership without limitation on citizenship of members 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 their investment in the program and pays tax individually in proportion to ownership thus avoiding the 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 a partnership.
• 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. Any person 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 applicable licensure statute or rules prohibit it. Makes clear that a professional operating as a member of a LLC nonetheless remains personally liable for professional misconduct.

Advantages

• Limited liability – a creditor of the limited liability company may not seek satisfaction of any limited liability company debt against the personal assets of any member of the limited liability company.
• Tax advantage – the members each pay their share of tax on their share of profits avoiding 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 of a Limited Liability Company does not have unlimited personal liability for debts and the manager need not maintain one percent interest in the entity.
http://soswy.state.wy.us/Forms/Publications/ChoiceIsYours.pdf

 

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