How to Move an LLC to Wyoming

There are many reasons why a business owner may want to move an LLC to Wyoming. This article discusses the use of domestication, known in some states as LLC conversion, to transfer an LLC to Wyoming.

What is Wyoming LLC Domestication?

Wyoming domestication is a legal process that changes an LLC formed in another state—a foreign LLC or out-of-state LLC—into a Wyoming LLC.¹ A company that completes a Wyoming LLC domestication changes its official home state—called its domicile or state of formation—to Wyoming. After the domestication process is complete, the Wyoming Secretary of State issues a certificate of domestication, and the company is then principally governed by Wyoming law—not the law of its original state.

Some states use the name conversion for the legal procedure that changes an LLC’s domicile to a new state. The name the other state uses is not critical—as long as the state has a statutory procedure to move an LLC to a new state.

Wyoming LLC Legal Procedures Similar to Domestication

Wyoming law authorizes several statutory processes for LLCs that are similar to domestications but have different objectives or requirements.

• Wyoming LLC transfer. While a domestication changes an out-of-state LLC’s domicile to Wyoming, the Wyoming LLC transfer process changes a Wyoming LLC’s domicile to another state.² The company becomes an out-of-state LLC in relation to Wyoming. It is still an LLC, but the new state’s law governs the company after the transfer.
• Wyoming LLC conversion. The Wyoming LLC conversion process turns a different type of business entity—such as a corporation or limited partnership—into a Wyoming LLC.³ After the conversion, the business is domiciled in Wyoming and governed by the Wyoming Limited Liability Company Act.
• Wyoming LLC continuation. The Wyoming LLC continuation process allows a business entity formed in another state or country to continue its existence as a Wyoming LLC.⁴ A Wyoming continuation (also called a continuance) requires termination of the entity in the original jurisdiction—which typically means filing articles of dissolution (or an equivalent document) with the state’s business-filing office.

This article focuses on Wyoming domestications—specifically, the process for changing an out-of-state LLC’s state of formation to Wyoming.

Why Transfer an LLC to Wyoming?

Wyoming is the nation’s least populous state but is considered one of the best states for businesses. Business owners who live in Wyoming and owners who live in other states may both want to move an out-of-state business to Wyoming. These are some of the more common motivations for domesticating an out-of-state LLC into Wyoming.

• Wyoming domestication results in lower taxes. Wyoming often ranks as the best overall state for taxes due to the absence of individual and business income taxes. Wyoming’s pro-business tax policy can result in big savings for some businesses, and the state also offers relatively low energy costs. A Wyoming domestication may also result in tax savings if the LLC no longer must pay taxes in the original state. A state must have a sufficient connection—or taxable nexus—with a business to tax it. A domesticating LLC may reduce its overall tax burden if the connection with the original state is gone after the domestication.
• Wyoming’s LLC laws are a good fit for the business. Wyoming’s pro-business legal and regulatory environment is one of the most common reasons for LLC domestications into Wyoming. Among other benefits, Wyoming’s LLC laws allow highly customized operating agreements—letting members tailor management terms to their preferred arrangement.⁵ Wyoming also recognizes several LLC models—such as series LLCs, close LLCs, and LLCs formed as decentralized autonomous organizations—that are not available in many states.⁶
• Business owners who live in Wyoming want the LLC domiciled in Wyoming. A change in an LLC’s domicile is often more convenient when an owner moves to a different state. An LLC owner who relocates to Wyoming may want the business to be a Wyoming LLC to simplify administration or to allow for more convenient in-person meetings with state agencies. A business governed by the state where the owner lives may also have an easier time hiring local accountants, lawyers, and contractors. Professionals who live in Wyoming are more likely to have the right license and training to assist a Wyoming LLC compared to LLCs formed in other states.
• A Wyoming domestication reduces annual reporting and fees. An LLC may have fewer annual reporting requirements and lower fees after a Wyoming domestication. Most LLCs formed in one state and operating in another state must file annual reports in both states. An LLC that domesticates to Wyoming can limit its annual reporting and fee burden if it no longer must report in the original state—especially if it will no longer do business there. Wyoming’s $60.00 annual fee is relatively low, and the annual report uses a simple online-filing process.

What are the Benefits of Wyoming LLC Domestication?

Wyoming’s LLC domestication process allows an out-of-state LLC to move to Wyoming with minimal administrative impact on the business outside of the jurisdictional change. A Wyoming domestication offers the following benefits compared to other methods of moving an existing business to Wyoming:

• The company keeps the same identity and EIN. After domestication, the Wyoming LLC is still the same company—just governed by Wyoming law.⁷ It is still considered to be the same taxpayer as the out-of-state LLC, and it can continue to use the same Employer Identification Number (EIN) and other identifying information. Keeping the same identity reduces the risk of confusion and legal issues during and after the move.
• The company has the same bank accounts. The Wyoming LLC owns all property that the out-of-state LLC owned and keeps all of its financial assets and bank accounts. There is no need to close down accounts and open new ones unless the members wish to do so.
• The company is still a party to all business contracts. The domestication process does not disrupt the LLC’s business agreements or relationships. The Wyoming LLC is still a party to contracts from before the domestication—with the same rights, duties, and obligations. Renegotiating business arrangements and signing new contracts is unnecessary.
• The same company still employs the business’s employees. Domestication into Wyoming does not interfere with the LLC’s employment relationships with its employees. There is no need to release and re-hire staff or to transfer employees between companies.
• The company continues its day-to-day operations. An LLC domestication progresses primarily on paper and does not interrupt the LLC’s ordinary operations. Offices can stay open—and employees can continue doing the work that generates revenue—throughout the domestication.
• The company is not dissolved in the original state. Domestication of an out-of-state LLC into Wyoming does not involve dissolution of the business in its original state. The LLC dissolution process—which is part of some methods of moving a business—is time-consuming and usually involves substantial legal fees. Avoiding it allows for a more seamless transition into the new state.

What LLCs Can Convert to Wyoming LLCs?

Domestication into Wyoming is not an option for all out-of-state LLCs. The state where the LLC is currently organized must also authorize LLC domestications—sometimes called conversions. An LLC that is currently in a state with no statutory domestication or equivalent procedure cannot domesticate into Wyoming. It may be able to move to Wyoming using one of the less efficient alternate methods for moving a business—such as an LLC continuation.⁸

An out-of-state LLC that wants to domesticate into Wyoming needs to confirm that its business area is permitted for Wyoming LLCs. Wyoming law allows LLCs to engage in most types of business but expressly prohibits LLCs from acting as financial institutions or insurers.⁹ An out-of-state financial institution or insurance company cannot successfully domesticate into Wyoming.

Special Forms of Wyoming LLCs

Wyoming law authorizes several special types of LLCs that are subject to additional legal requirements. A domesticating company that fits into one of the following categories should confirm that it meets (or will be able to meet) all requirements before starting the domestication process.

• Wyoming professional company. Wyoming does not have a law specifically authorizing professional limited liability companies—or PLLCs—but does allow LLCs to offer professional services.¹⁰ An LLC that renders a service that requires a license under Wyoming law must comply with the Wyoming statute that governs the occupation and must also follow the licensing body’s rules and regulations.
• Wyoming close limited liability company. A close LLC is a type of company that limits members’ rights compared to ordinary LLCs—such as by restricting transfer of ownership interests.¹¹ A domesticating LLC that will become a Wyoming close LLC must comply with Wyoming’s Close Limited Liability Company Supplement.¹²
• Wyoming series LLC. A Wyoming series LLC is formed to designate one or more series of members, managers, transferable interests or assets. Each series has its own purpose and assets, and separate rights, powers, and duties.¹³
• Wyoming decentralized autonomous organization (DAO). Wyoming was the first state to authorize LLCs formed as decentralized autonomous organizations.¹⁴ Wyoming DAOs have a specialized structure that uses blockchain-based technology like smart contracts to manage the company. A domesticating LLC that will operate as a DAO must comply with Wyoming’s DAO Supplement.¹⁵

How Much Does Wyoming LLC Domestication Cost?

Transaction costs are an unavoidable part of the process for domesticating an out-of-state LLC into Wyoming. A domesticating LLC will need to pay labor costs, filing fees, and (in some cases) registered agent fees.

Labor Costs

The labor costs involved in a domestication are amounts charged by a service provider an LLC hires to handle the domestication. Service-provider rates vary between providers and may depend on the scope of the provider’s work and whether the fee is a flat rate or charged by the hour.

A service provider’s work for an LLC domestication will include time spent:

• Assisting with planning the domestication;
• Organizing information and drafting domestication documents;
• Communicating with LLC owners and with state filing agencies; and
• Filing domestication documents.

Filing Fees

State agencies that handle business filings charge fees when documents are filed. An LLC that domesticates into Wyoming will need to pay filing fees to the Wyoming Secretary of State’s Business Division and to the current state’s agency that handles business filings.

The filing fee in Wyoming for an LLC domesticating into the state is $100.00—which covers all documents filed during most domestications.¹⁶The current state’s filing fee depends on the state where the LLC is currently organized. Many states have lower fees for LLCs that domesticate out than for LLCs that domesticate in. In Wyoming, for example, the fee for an LLC that domesticates from Wyoming into another state is $60.00 for the application for certificate of transfer.

Registered Agent Fees

Every Wyoming LLC must have a registered office and registered agent in Wyoming.¹⁷ A registered agent’s job is to accept service of legal process and other important notices for the business. An LLC’s registered office must be a street address in Wyoming where the LLC’s registered agent or another authorized person is available to accept service for the company.¹⁸

LLCs often hire commercial registered agents if a company has no physical address in Wyoming. A commercial registered agent is an individual or entity registered with the Wyoming Secretary of State to engage in the business of serving as a business entity’s registered agent.¹⁹ The Wyoming Secretary of State keeps a list of commercial registered agents who offer the service in Wyoming.²⁰

Commercial registered agents also serve as a consistent contact point for important legal documents and help keep the company’s legal and administrative matters better organized. Considering the relatively low cost—typically around $150.00 per year—a commercial registered agent may be a worthwhile expense even for an LLC that has a physical address in Wyoming.

How Long Does Wyoming LLC Domestication Take?

The time needed to domesticate an out-of-state LLC into Wyoming varies based on several factors. The turnaround time may vary between domestications and will depend on:

• The LLC owners’ time to decide on domestication terms and provide information to the document preparer;
• The document preparer’s time to prepare the domestication documents;
• The members’ or managers’ time to review and sign domestication documents or request changes; and
• The processing time required by the Wyoming Secretary of State and the current state’s filing office.

The normal processing time is 15 business days for the Wyoming Secretary of State’s Business Division. Wyoming does not currently offer expedited processing for an additional fee.

What Laws Govern Wyoming LLC Domestication?

Domestication of an out-of-state LLC into Wyoming needs to be conducted in compliance with the domestication laws in both Wyoming and the current state. The person responsible for preparing domestication documents and managing the domestication should be familiar with both states’ rules and procedures. The domesticating company must follow both states’ requirements and complete any steps that either state requires.

Wyoming law specifically governs the domestication procedure in Wyoming, including the documents that must be filed with the Wyoming Secretary of State’s office.²¹ The current state’s law determines the minimum content for the written plan of domestication (if applicable) and the filing requirements in that state. The current state also must have a legal procedure for changing an LLC’s domicile—which it may call domestication or conversion—for conversion to Wyoming to be possible.

What is the Wyoming LLC Domestication Process?

The Wyoming LLC domestication process consists of two components: document preparation and administrative tasks.

Document Preparation

A Wyoming LLC domestication requires drafting multiple domestication documents—some of which are filed with state offices. A domesticating LLC needs to prepare its domestication documents carefully to ensure they follow the domestication rules in Wyoming and in the current state.

• Plan of Domestication. A Plan of Domestication that is designed to comply with the requirements of both Wyoming law and the law of the state that the LLC is moving from.
• Wyoming Articles of Domestication. The Wyoming Articles of Domestication with all information and any related documents needed for filing with the Business Division of the Wyoming Secretary of State.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term.²²
• Wyoming Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Wyoming LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Wyoming organizational documents as the LLC’s governing documents.

Administrative Tasks

An out-of-state LLC that is ready to make a Wyoming domestication legally effective must complete multiple administrative tasks to finalize the transfer.

• Conduct preliminary name search. Check the official records of the Wyoming Secretary of State’s Business Division to determine whether the LLC’s name is available in Wyoming. (If the name is unavailable, a slight name change may be required to complete the domestication.)
• Obtain certified copies of the LLC’s organizational documents. Get certified copies of the LLC’s official documents from the current state’s filing agency.
• Obtain Certificate of Good Standing. Get certificates or other evidence of good standing from agencies in the current state.
• Obtain signatures on the Articles of Domestication. The Articles of Domestication must be signed by the required parties. The Wyoming Secretary of State’s Business Division allows the Articles of Domestication to be e-signed.
• File the Articles of Domestication. File the Articles of Domestication with the Wyoming Secretary of State’s Business Division. The Business Division allows the Articles of Domestication to be e-filed.
• File domestication documents with prior state. File the domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Wyoming LLC Conversion?

State domestication statutes often include lists of legal effects of a domestication. Wyoming has no such list—though the legal effects of a Wyoming domestication are similar to domestications in most other states.

• Continued existence as the same entity. The domestication continues the out-of-state LLC’s existence in the form of the Wyoming LLC—allowing for organizational continuity during the change in jurisdiction.²³ It is still considered the same company with the same Employer Identification Number and tax history.
• Assets stay with the company. The Wyoming LLC after domestication continues to own all the same property that the out-of-state LLC owned before the domestication. Deeds and other asset-transfer documents are unnecessary because title stays with the same company.
• Company liabilities are still owed. Domestication into Wyoming has no effect on the out-of-state LLC’s liabilities. The Wyoming LLC owes all debt, taxes, and obligations that the out-of-state LLC owed before the domestication.
• Contracts are still valid. The out-of-state LLC’s business agreements that pre-date the domestication are still valid and enforceable after the transfer to Wyoming. The Wyoming LLC has all the same contractual rights, duties, and obligations that the company had when it was organized in the original state.
• Legal matters proceed uninterrupted. Domestication into Wyoming does not interrupt legal cases and other actions that involve the company. The Wyoming LLC’s name is substituted for the out-of-state LLC’s name if the domestication required a name change.
• Ownership interests are converted. Membership interests and equity in the out-of-state LLC convert into interests in the Wyoming LLC when the domestication is complete. The LLC’s plan of domestication should describe the way the interests are treated during the domestication process. Domestications often provide for interests to stay with the same owners in the same percentages, but the members can agree to a different treatment in the plan of domestication.

1. Wyo. Stat. § 17-29-1012.
2. Wyo. Stat. § 17-29-1011(a).
3. Wyo. Stat. § 17-29-1005.
4. Wyo. Stat. § 17-29-1010(a).
5. Wyo. Stat. § 17-29-110.
6. See Wyo. Stat. §§ 17-29-211; 17-25-103; 17-31-104.
7. Wyo. Stat. § 17-29-1012.
8. Wyo. Stat. § 17-29-1010.
9. Wyo. Stat. § 17-29-104(d).
10. Wyo. Stat. § 17-29-104(e).
11. Wyo. Stat. § 17-25-103.
12. Wyo. Stat. §§ 17-25-101, et. seq.
13. Wyo. Stat. § 17-29-211.
14. Wyo. Stat. § 17-31-104.
15. Wyo. Stat. §§ 17-31-101, et. seq.
16. Wyo. Stat. § 17-29-210.
17. Wyo. Stat. § 17-29-113.
18. Wyo. Stat. § 17-28-101(a)(i).
19. Wyo. Stat. § 17-28-105(a).
20. Wyo. Stat. § 17-28-106.
21. Wyo. Stat. § 17-29-1013.
22. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
23. Wyo. Stat. § 17-29-1012.