Wyoming close LLC
A Wyoming LLC that elects the Close Limited Liability Company Supplement. The election restricts transfers of interests, resignation of members, return of capital contributions and dissolution.
- Entiva fee to form
- $229
- Government fees to form
- $110
- Run plan
- $39 a month
- Steps to form
- 7
- Ongoing filings
- 7
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the W.S. 17-25-101 through 17-25-111.
Who it suits
- Family holding companies.
- Asset-protection holding companies.
Key facts
- Election
- Stated in the articles, under W.S. 17-25
- Transfer limits
- Limits on transfers and return of capital
- Exit limits
- Limits on member resignation and dissolution
- Existing LLCs
- Can elect by amending their articles
- Articles fee
- $100 in Wyoming
- Licence tax
- Greater of $60 or $0.0002 of Wyoming assets
- Annual report
- Every year, in the anniversary month
- Statute
- W.S. 17-25-101 through 17-25-111
What the law requires.
4 rules, each in plain words.
A Wyoming registered agent
The registered agent receives legal papers served on the company.
Articles that elect close LLC status
The election is made under W.S. 17-25.
A restrictions notice in the operating agreement
The agreement must carry the notice of the restrictions (W.S. 17-25-103(c)).
An annual report and licence tax
Due on the first day of the anniversary month. The licence tax is the greater of $60 or $0.0002 of Wyoming assets.
How Entiva forms it.
7 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
7 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
It must carry the restrictions notice (W.S. 17-25-103(c)). It is not filed.
- 3File the articles of organisation
The articles carry the close LLC election. 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).
- 7Apply 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 close LLC election
- 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- Elect or remove close LLC status
- Transfer an interest, within the restrictions
- Approve a distribution within the restrictions
- File SEC Form D for an offering under Regulation D
- File state notices after Form D
- Correct an error in the articles
- Change the registered agent
- Change the IRS responsible party
- Change the IRS mailing address
- Register a trade name
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary cancellation
Dissolution is allowed by the supplement and the operating agreement.
- 1
Get the member consent the supplement requires
- 2
Wind up the LLC
- 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.
Wyoming close LLC
- Files the articles of organisation with the close LLC election.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
- Files the amendment that elects or removes close LLC status.Changes
- 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
$229one-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
- 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 $229, 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.
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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