How to Start a Series LLC in Wyoming
To create a Series LLC in Wyoming, you’ll need to submit the Series Limited Liability Company Articles of Organization to the Wyoming Secretary of State. This document can be submitted online or by mail. The Series LLC Articles of Organization costs $100 to file plus $10 for each series you form. Filing the Articles of Organization with the state officially establishes your Wyoming Series LLC, but you’ll have to take several additional steps to finish setting up your business.
What is a Wyoming Series LLC?
A Wyoming Series LLC is a special kind of limited liability company (LLC). Like a traditional Wyoming LLC, a Wyoming Series LLC is a legal entity separate from its owners. Unlike a traditional LLC, a Wyoming Series LLC can divide itself into units called series. Each series can have its own business purpose, assets, bank account, and—if properly maintained—limited liability.
This means that in the case of a lawsuit, an individual series in a Wyoming Series LLC typically won’t be held liable for the debts of the parent LLC or any of the series within it. Basically, a Wyoming Series LLC allows you to start and run several separate businesses under one LLC, without the need to file formation documents or annual reports for each series.
Series LLCs are offered in more than a dozen states. To learn about the Series LLC business structure in general, which states allow it, and the main steps involved in starting a Series LLC, see our Series LLC Guide.
WY Series LLC Articles of Organization Requirements
To form a Wyoming Series LLC, you must submit the Wyoming Series LLC Articles of Organization to the Wyoming Secretary of State. See the document below and instructions for how to fill it out.
This is where you list the name of your Wyoming Series LLC. This is the name of the “parent” or “master” LLC. Your Series LLC’s name must include an indicator like “LLC” or “Limited Liability Company.” It also must be unique within the state of Wyoming. A free business search is available on the Wyoming Secretary of State website. Keep in mind that each series in your Wyoming Series LLC will begin with your parent LLC’s name.
Check the box here if you want your Series LLC to be a Close LLC as well. A Close LLC has membership transfer restrictions that make it harder for creditors or outside parties to receive a controlling membership in the LLC. This can help small, family-owned companies maintain control of their business.
Here, you’ll need to list the name and address of your Wyoming Registered Agent. The address must be a physical location in Wyoming where your registered agent is available during business hours to receive service of process and official correspondence from the Wyoming Secretary of State on behalf of your Series LLC.
This is where the Wyoming Secretary of State will send notices to your LLC. The addresses you list here will become part of the public record.
The key benefit of a Wyoming Series LLC is that liabilities are limited to each series within the series LLC. Notice of these limitations is required in the articles (and in the operating agreement). Commonly, the LLC will list a statement here giving notice pursuant to WY Stat § 17-29-211 (c) (iii) that the limitations on liabilities apply to any and all series of the LLC.
Check the box here to establish your series now or check the other box and wait. If you’re not ready to establish any series when you file your Articles of Organization, you can create them later by filing a Wyoming LLC Amendment. If you’re establishing your series now, you’ll need to list the names of each series. There are two ways you’re allowed to name the series of your LLC in Wyoming: • The full name of the parent LLC plus the word “series” and a number. Example: An LLC named Cherry Bob LLC could have series named Cherry Bob LLC Series 1 and Cherry Bob LLC Series 2. • The full name of the parent LLC followed by a hyphen, a unique name for the series, another hyphen, the word “series” and a number. For example: Cherry Bob LLC – Cherry Tree Nursery – Series 1 and Cherry Bob LLC – Canning Services – Series 2 and so on.
Yes, you need to list contact information here—including an email where you consent to receive electronic service of process if you can’t be reached any other way.
If you file by paper, you’ll need to include the Consent to Appointment by Registered Agent form. It’s included with the Articles of Organization in Wyoming. You’ll have to have your registered agent sign this form to show that they’ve accepted the appointment.
How much does it cost to start a Wyoming Series LLC?
It costs $100 to file the Wyoming Series LLC Articles of Organization plus $10 for each series established. If filing online, add $2. You can pay by credit card if you file online and check or money order if you file by paper.
How long does it take to form a Wyoming Series LLC?
Online filings are typically processed within a few minutes. Paper filings take a few days.
Does a Wyoming Series LLC need a registered agent?
Yes. Your Wyoming Series LLC is legally required to appoint and maintain a Wyoming registered agent to receive service of process and other official mail on its behalf. Your registered agent must have a physical street address in Wyoming and be available during business hours to accept and forward legal correspondence.
How do I add series to my Wyoming Series LLC after it’s formed?
If you want to add more series to your Wyoming Series LLC after you form it, you’ll need to file a Wyoming LLC amendment.
Does each series of a Wyoming Series LLC need its own registered agent?
No. Each series in your Wyoming Series LLC shares a registered agent with the parent LLC.
What is a Wyoming Close LLC?
A Close LLC in Wyoming has membership transfer restrictions that make it harder for creditors or outside parties to receive a controlling membership in the LLC. This can help small, family-owned companies maintain control of their business.
To learn more, see our page on Wyoming Close LLCs.
Create a Wyoming Series LLC Operating Agreement
Your Wyoming Series LLC operating agreement is just what it sounds like—an agreement between members on how your Wyoming Series LLC will operate. It’s one of your organization’s most important documents. The operating agreement should cover who owns the Series LLC, which members are associated with which series, how the organization will deal with disagreements, and how your LLC can be dissolved (among other things). It’s an internal document, so you don’t have to file it with the Wyoming Secretary of State.
While your operating agreement is an internal document, your Wyoming Series LLC is required to have one. And just like in your articles, you’ll need to give notice of the limitations of liabilities—i.e. that the LLC and each series under it has its own debts, assets, obligations, etc.
Get Federal EINs from the IRS
Does my Series LLC Need a Federal EIN?
Yes. An EIN is necessary for hiring employees, changing your tax designation, getting a business license, and opening a business bank account. You can apply for an EIN through the IRS website.
Should I get a separate EIN for Each Series in my Wyoming Series LLC?
Yes, probably. To maintain your Series LLC’s limited liability, you need to keep the finances of each series separate. To do that, you’ll need to open a separate bank account for each series. To open separate bank accounts, you’ll need separate EINs.
Open Bank Accounts for your Series LLC
To open a bank account for your Wyoming Series LLC, you’ll need to bring to the bank:
- A copy of your Wyoming Series LLC Articles of Organization
- Your Series LLC operating agreement
- Your Series LLC’s EIN
If your Series LLC has more than one member, you might want to bring an LLC resolution to open a bank account stating that the person opening the account on behalf of the LLC is authorized to do so by the other members.
File Wyoming Series LLC Reports
Every year, you’ll have to file the Wyoming Annual Report and pay a filing fee (sometimes called a license tax). The filing fee is calculated based on your LLC’s assets. If your LLC’s total assets are $300,000 or less, you’ll pay the minimum fee of $60. If your LLC’s assets are greater than $300,000, you’ll multiply that total value by 0.0002 to calculate your filing fee.
Luckily, you only need to file one annual report for your Wyoming Series LLC, not one for each series. You’ll need to add up the assets of each series to find your LLC’s total assets.
Learn more with Northwest’s Wyoming Annual Report Service & Filing Guide.