L3C
A form of LLC whose purpose must meet IRS requirements, so it typically puts charitable or educational aims ahead of profit. In Wyoming it is an LLC with the L3C designation.
- Entiva fee to form
- $139
- Government fees to form
- $110
- Run plan
- $39 a month
- Steps to form
- 8
- Ongoing filings
- 7
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Wyoming LLC Act, W.S. 17-29-101 to 17-29-1105.
Who it suits
- Receiving program-related investments, which foundations make to pursue charitable aims.
- Ventures that put charitable or educational aims ahead of profit.
Key facts
- Designation
- L3C, under the Wyoming LLC Act
- Purpose
- Must meet IRS charitable-purpose requirements
- Articles fee
- $100 in Wyoming
- Licence tax
- Greater of $60 or $0.0002 of Wyoming assets
- Annual report
- Every year, in the anniversary month
- L3C status
- Lapses if the purpose test stops being met
- Statute
- Wyoming LLC Act, W.S. 17-29-101 to 17-29-1105
What the law requires.
3 rules, each in plain words.
A Wyoming registered agent
The registered agent receives legal papers served on the company.
The L3C designation and a compliant purpose
The articles must use the L3C designation and a purpose that meets IRS charitable-purpose requirements.
An annual report and licence tax
Both are due every year in the anniversary month.
How Entiva forms it.
8 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
8 steps- 1Reserve the LLC nameOnly if needed
Optional. Wyoming charges $60 on the LLC form, and the reservation lasts 120 days.
- 2Adopt the operating agreement
Include the charitable purpose and program-related-investment provisions. It is not filed.
- 3File the articles of organisation
The articles carry the L3C designation and a compliant purpose. Wyoming fee: $100.
- 4Appoint a Wyoming registered agent
The registered agent receives legal papers served on the company. Both it and the office are in Wyoming.
- 5Get an EIN online
The EIN is the company's IRS tax number. It is free. Without an SSN or ITIN (US taxpayer numbers), use paper Form SS-4 instead.
- 6Elect how the IRS taxes the LLCOnly if needed
Optional. Form 8832 chooses taxation as a corporation, a partnership or a disregarded entity (reported on the owner's return).
- 7Register for state taxesOnly if needed
Only if sales or employment taxes apply. Covers sales tax, payroll withholding, unemployment insurance and local licences.
- 8Apply for an ITIN for a foreign owner
Form W-7, if a foreign owner needs a US taxpayer number (ITIN).
Documents
8- Articles of organisation with the L3C designation
- LLC operating agreement
- Registered agent consent
- Consent to act, one per named manager or managing member
- State filing receipt
- Stamped articles from the state
- Form SS-4 third-party designee authorisation
- EIN confirmation from the IRS
Who takes part
6- Every manager and managing member: identity and address checked
- Members with 25% or more or substantial control: identity and address checked
- Every individual with 25% or more, plus one with control: ID and address checked
- A communications contact for the registered agent: photo ID and a live check
- The IRS responsible party for the EIN: photo ID, selfie and SSN or ITIN
- High-risk parties also give source of funds and source of wealth
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
7 filings- File the Wyoming annual report and pay the licence tax
First day of the anniversary month; greater of $60 or $0.0002 of Wyoming assets
- File Form 1065 if the LLC has several members
March 15
- File Form 5472 for a foreign-owned single-member LLC
April 15, extended to October 15
- File the foreign bank account report (FBAR)
April 15, extended to October 15. Only if there are foreign accounts
- File the BEA BE-15 annual survey if foreign-owned
About May 31, on BEA's annual schedule
- File Forms 1099-NEC and 1099-MISC for contractors
January 31 for Form 1099-NEC
- File Forms 1042-S and 1042 for payments to foreign persons
March 15, only if payments go to foreign persons
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Approve a distribution to members
- File SEC Form D for an offering under Regulation D
- File state notices after Form D
- Change the purpose or drop the L3C designation
- Correct an error in the articles
- Change the registered agent
- Change the IRS responsible party
- Change the IRS mailing address
- Register a trade name
- Issue a secretary's certificate for a bank or counterparty
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary cancellation
The members decide to dissolve the LLC.
- 1
Members consent to dissolve
- 2
Wind up the LLC and pass assets on under the operating agreement
- 3
File the final federal tax return
- 4
File the certificate of cancellation
- 5
Close the IRS business account (EIN)
Administrative dissolution
The state dissolves the LLC when the annual report is unpaid.
- 1
Record the state's dissolution
- 2
Revive the LLC
What Entiva does for you.
From the first filing to the last.
L3C
- Files the articles of organisation with the L3C designation.Formation
- Adopts the operating agreement among the members and records it. It is not filed with the state.Formation
- Names the Wyoming registered agent and office, and records the individual contact the registered agent holds.Ongoing
- Applies for the LLC's EIN online once the responsible party signs.Formation
- Registers the LLC for the state and local tax and licence accounts the customer chooses.Formation
- Files the Wyoming annual report and pays the licence tax.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$139one-off
- Government fees
- $110
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File Form 1065 if the LLC has several members
- File Forms 1099-NEC and 1099-MISC for contractors
- File Forms 1042-S and 1042 for payments to foreign persons
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Elect how the IRS taxes the LLCOnly if needed
- Register for state taxesOnly if needed
- Apply for an ITIN for a foreign owner
- File Form 5472 for a foreign-owned single-member LLC
- File the foreign bank account report (FBAR)
- File the BEA BE-15 annual survey if foreign-owned
- File state notices after Form D
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $139, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
Delaware domestic certificate of formation; DE expedite 24-hour $50, same-day $100. WY $100.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
Greater of $60 or $0.0002 per dollar of WY assets. Nonprofits and cooperative marketing associations $25; statutory foundations $100; statutory trusts $100 annual tax. Over $500 must be filed by mail or courier.
Changes
Routine changes are included in the Run plan.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Wyoming registration $100.
Notary fee applies if notarised; a Delaware apostille is $30 per document.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Delaware domestic LLC $220 plus $50 per registered series named. NV $100. WY $60.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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