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.
• 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.