Wyoming DAO LLC
A Wyoming LLC whose management can run wholly or partly through smart contracts, which are self-executing code. It is organised under the DAO (decentralised autonomous organisation) supplement to the LLC Act.
- Entiva fee to form
- $1,079
- Government fees to form
- $170
- Run plan
- $39 a month
- Steps to form
- 11
- Ongoing filings
- 9
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the W.S. 17-31 (DAO Supplement).
Who it suits
- Organisations that want to run wholly or partly through smart contracts.
Key facts
- Management
- Wholly or partly by smart contracts
- Articles fee
- $100 in Wyoming
- Smart contract ID
- Within 30 days of filing if not in the articles
- Licence tax
- Greater of $60 or $0.0002 of Wyoming assets
- Annual report
- Every year, in the anniversary month
- Dissolution
- Statutory events, including a year of inactivity
- Statute
- W.S. 17-31 (DAO Supplement)
What the law requires.
4 rules, each in plain words.
Articles that identify the LLC as a DAO
They include the smart contract identifier where applicable.
A smart contract identifier
If the articles leave it out, it must be added within 30 days of filing, or the DAO is dissolved.
A Wyoming registered agent
The registered agent receives legal papers served on the company.
An annual report and licence tax
The licence tax is the greater of $60 or $0.0002 of Wyoming assets.
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Reserve the DAO LLC nameOnly if needed
Optional. Wyoming charges $60 on the LLC form, and the reservation lasts 120 days.
- 2Adopt the operating agreement
It may be wholly or partly smart contracts. It is not filed with the state.
- 3File the articles of organisation
The articles carry the DAO statement. 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.
- 5Add the smart contract identifier
Needed within 30 days of filing if the articles left it out, or the DAO is dissolved. Wyoming fee: $60.
- 6Get an EIN online
The EIN is the company's IRS tax number. It is free and issued immediately when the responsible party has an SSN or ITIN (US taxpayer numbers).
- 7Apply for an EIN on paper Form SS-4
For a responsible party without an SSN or ITIN. No ITIN is needed to get the EIN.
- 8Elect 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).
- 9Apply for an ITIN for a foreign owner
Form W-7, if a foreign owner needs a US taxpayer number (ITIN).
- 10File the BEA BE-13 survey if foreign-owned
BE-13 or a claim for exemption, filed with the US Bureau of Economic Analysis (BEA).
- 11Authorise Entiva to act with the IRSOnly if needed
Optional. Form 2848 lets Entiva represent the company. Form 8821 only gives access to tax information.
Documents
8- Articles of organisation with the DAO statement
- LLC operating agreement
- Registered agent consent
- Consent to act, one per named manager or managing member
- State filing receipt
- Stamped articles from the state
- Articles of amendment adding the smart contract identifier, if it was left out
- Attestation of smart contract key control, supplied by the company
Who takes part
7- 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
- Whoever controls admin keys or upgrades: ID and address checked, wallets screened
- 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
9 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 5472 for a foreign-owned single-member LLC
With the pro forma Form 1120: April 15, extended to October 15
- File the federal tax return (Form 1065 or 1120)
Form 1065 March 15; Form 1120 April 15. Only if taxed as a partnership or corporation
- Request a federal return extension (Form 7004)
Before the return due date
- 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 the BEA BE-605 quarterly report
Over $500 million in assets, sales or income; within 30 days of quarter end (45 for Q4)
- 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- Add or change the smart contract identifier
- Approve a distribution to members or token holders
- File SEC Form D for an offering under Regulation D
- File state notices after Form D
- Change the registered agent
- Correct an error in the filed articles
- Change the IRS responsible party
- Change the IRS mailing address
- Order a certificate of existence
- Issue a secretary's certificate
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Statutory or voluntary dissolution
A member vote, a smart contract trigger, one year of inactivity or no lawful purpose.
- 1
A dissolution event happens
- 2
File a statement of intent to dissolve
- 3
Wind up the company
- 4
File the final federal tax return
- 5
File the certificate of cancellation
- 6
Close the IRS business account (EIN)
Administrative dissolution
The state dissolves the LLC after a missed annual report.
- 1
Record the state's dissolution
- 2
Revive the DAO LLC
What Entiva does for you.
From the first filing to the last.
Wyoming DAO LLC
- Files the articles of organisation with the DAO statement.Formation
- Files the articles of amendment that add the smart contract identifier.Changes
- 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 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
$1,079one-off
- Government fees
- $170
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 the federal tax return (Form 1065 or 1120)
- Request a federal return extension (Form 7004)
- 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 the BEA BE-13 survey if foreign-owned
- 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 the BEA BE-605 quarterly report
- 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 $1,079, 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.
Online card payment carries a 2.4% fee.
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.
Online card payment carries a 2.4% fee.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
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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