Wyoming · Guide
At the state counter, a Wyoming LLC and a Wyoming corporation are the same product. Each costs $100 to form and a $60 minimum each year.
So the choice is not made in Cheyenne. It is made by three things the state fee hides: what federal tax does to the profit, what the annual report puts on the public record, and what a creditor can reach.
This page compares the two for an owner who lives outside the United States, then sorts the forms only Wyoming offers.
Wyoming LLC vs corporation at a glance
The table keeps only the lines that change for a foreign owner. Payroll and self employment rules written for US residents are left out.
| Wyoming LLC | Wyoming corporation | |
|---|---|---|
| State filing fee | $100 | $100 |
| Annual license tax, minimum | $60 | $60 |
| Default federal treatment | Transparent: disregarded with one member, partnership with several | Taxed itself at 21% |
| Yearly federal filing | Form 5472 with a pro forma Form 1120, if one foreign owner | Full Form 1120, plus Form 5472 where it applies |
| Names in the annual report | None | Officers and directors |
| Creditor of the owner | Charging order only | No equivalent rule |
Three rows carry the decision, and each has its own section below: the federal treatment, the annual report, and the creditor rule.
- The state does not tax either form on income. What Wyoming does charge is covered in Wyoming corporate tax.
- Neither form has a residency or citizenship condition. Who can and cannot own one is covered in Wyoming LLC for non-residents.
- An S corporation is not an option. That federal election is closed to a company with a non-resident alien owner, whichever form you start from.
What federal tax does to each form
This is where the two forms part ways, and it has nothing to do with Wyoming.
A single member LLC is transparent. The IRS disregards it and looks at the owner. If the business has no US trade or business, there is generally no federal income tax on its profit.
A corporation is a taxpayer. It pays 21% on its profit. A dividend paid to a non-resident shareholder then meets a 30% withholding, unless a tax treaty lowers it.
The chart flatters the LLC on purpose, to show the best case. Two conditions sit behind it.
- Transparent does not mean untaxed. Staff, an office or a dependent agent in the United States can create a US trade or business, and then the profit is taxed.
- Your country of residence still taxes you. A transparent LLC usually hands its profit straight to your personal return at home.
- A treaty can shrink the dividend line. The 30% is a default, and many treaties reduce it.
The test that decides whether the LLC line holds for you is worked through in Wyoming LLC taxes for non-residents.
Form 5472 is the price of the simple LLC
A foreign-owned single member LLC has one federal filing every year, even with no income: Form 5472 attached to a pro forma Form 1120.
| Point | Rule |
|---|---|
| Who files | A US disregarded entity wholly owned by one foreign person |
| What is reported | Transactions between owner and LLC, including formation, contributions and distributions |
| How | By fax or by mail, to a dedicated IRS unit |
| Penalty | $25,000 for a failure to file |
| If it continues | A further $25,000 per 30 days, once 90 days have passed after an IRS notice |
A corporation does not escape the form. One that is at least 25% foreign-owned files Form 5472 with its real Form 1120 whenever it has reportable transactions with a related party.
The difference is the weight of the return it travels with. For the LLC it is a near empty shell. For the corporation it is a full corporate tax return, every year.
What each annual report puts on the public record
Both forms file an annual report on the first day of their anniversary month. The two reports do not ask for the same thing.
| LLC, W.S. 17-29-209(a) | Corporation, W.S. 17-16-1630(a) | |
|---|---|---|
| Assets located and employed in Wyoming | Yes | Yes |
| Address of the principal office | Yes | Yes |
| Names and addresses of officers and directors | No | Yes |
The formation documents follow the same split.
- LLC articles must state the company name, the registered office and the registered agent. Members and managers are not on the list.
- Corporation articles must also give the name and address of each incorporator, under W.S. 17-16-202(a). Naming the initial directors is optional.
- Every corporation has a board of at least one individual, under W.S. 17-16-803. Within a year, its members are in a public filing.
Sources differ on this point. Check any guide you read against the two positions below.
- One large formation service states that the Wyoming LLC annual report lists "the names and addresses of your owners or managers", with a $50 minimum fee.
- The statute says otherwise on both counts: no names for an LLC, and a $60 minimum for both forms.
A register with no names is not anonymity. The registered agent holds records the state can demand, and that limit is set out in Wyoming LLC for non-residents.
The charging order, and where it stops
Wyoming's LLC act limits what a personal creditor of a member can do. The remedy is a charging order: a right to receive distributions, if and when the LLC makes any.
W.S. 17-29-503(g) calls this the "exclusive remedy" and extends it to "any judgment debtor who may be the sole member". Foreclosure on the member's interest is expressly unavailable.
- It protects the LLC from your creditors, not from its own. Someone the company itself owes can still pursue the company's assets.
- It binds a Wyoming court. A judge in another state or in your home country is not obliged to apply Wyoming law to you or to assets located there.
- It does not cover shares. The Wyoming Business Corporation Act contains no equivalent section, so shares in a corporation remain an ordinary asset of their holder.
For a solo owner this is a real argument for the LLC. It is not a guarantee, and it should not be the only reason for the choice.
When the corporation is the right answer
The corporation earns its extra tax layer in a small number of cases.
- You will raise money from US investors. Venture funds, SAFEs and priced rounds are built around shares in a corporation.
- You will grant equity to a team. Stock options are a standard corporate tool and an awkward one in an LLC.
- You plan to keep profit inside the company and reinvest it, so the dividend layer is not paid each year.
- Your home country treats a transparent LLC unfavourably, which only local advice can confirm.
One caution applies to the first case. Investors who require a corporation usually expect a Delaware corporation, with documents drafted on Delaware law. A Wyoming corporation satisfies the form and can still lose the meeting.
If you are unsure, Wyoming lets an LLC convert to a corporation later under W.S. 17-26-101. Starting as an LLC keeps that door open.
- 1Will you take US investor money or issue stock options?Yes: a corporation, and ask the investor which state they expect
- 2Is governance run by token holders through a smart contract?Yes: a DAO LLC for a business, a DUNA for a nonprofit community of 100 or more
- 3Do several partners want transfers and exits locked by default?Yes: a close LLC, or an ordinary LLC with a strict operating agreement
- 4Do you hold several separate assets and keep separate books for each?Yes: a Series LLC, with advice on tax and banking first
- 5None of the aboveA single member LLC, with Form 5472 filed every year
The forms only Wyoming offers
Wyoming sells variety. Most of these forms are an LLC with an added statement in its articles, and each answers one specific problem.
| Form | What it is | Extra state cost | Who it suits |
|---|---|---|---|
| Series LLC | One LLC with ring fenced series | $10 per series | Holders of several separate assets |
| Close LLC | LLC with locked transfers and exits | None | Family or partner companies |
| DAO LLC | LLC run partly by smart contract | None | Token governed businesses |
| DUNA | Nonprofit association, 100 members or more | Check with the state | Nonprofit protocol communities |
| Statutory trust | Trustee holds for beneficial owners | $100 annual tax | Holding and investment vehicles |
A solo founder selling software or services from abroad needs none of them. They are worth understanding mainly so that you can decline them.
Series LLC: three conditions for the wall to hold
A Series LLC lets one company create internal series, each with its own assets and its own debts. Under W.S. 17-29-211(e) a series can contract, hold title and sue in its own name.
The separation between series is not automatic. W.S. 17-29-211(c) makes it depend on three things.
- Separate records. The assets of each series must be accounted for apart from the company and from every other series.
- A clause in the operating agreement that specifically provides for the limitation on liabilities.
- Notice in the articles of organization that the limitation exists.
Miss one, and the wall is not there when a creditor tests it.
Sources differ on the cost. One Wyoming law firm page presents 100 series as saving $10,000 in filing fees, as if only the parent paid. The statute and the fee schedule charge $10 per series designated or established, under W.S. 17-29-211(o).
- Federal tax is unsettled. The IRS proposed rules on series in 2010 and never finalised them. A foreign owner may face one Form 5472 per series.
- Banks hesitate. Opening an account per series is hard for US residents and harder from abroad.
- Other courts may ignore it. A state or country without series law is not bound to respect the internal walls.
DAO LLC and DUNA: built for code, with their own clocks
A DAO LLC is a limited liability company whose articles state that it is a decentralized autonomous organization, under W.S. 17-31-104. It remains an LLC, with a registered agent and an annual report.
| Rule | Text | Consequence |
|---|---|---|
| Name must include "DAO", "LAO" or "DAO LLC" | W.S. 17-31-104(d) | The status is visible on the register |
| Public identifier of the smart contract in the articles | W.S. 17-31-106(b) | The contract address is public |
| Identifier missing at filing | W.S. 17-31-105(e) | 30 days to supply it, then dissolution |
| No proposal approved and no action for one year | W.S. 17-31-114(a)(iv) | Dissolution |
| No longer controlled by at least one natural person | W.S. 17-31-114(a)(v) | Dissolution |
Two default rules surprise founders who come from ordinary company law.
- No fiduciary duty between members unless the articles or operating agreement add one, under W.S. 17-31-110.
- The smart contract wins. Where it conflicts with the articles, the contract prevails on most points, under W.S. 17-31-115.
The DUNA is a different animal. It is a decentralized unincorporated nonprofit association of at least 100 members with a common nonprofit purpose, under W.S. 17-32-102. It may earn money, but W.S. 17-32-104 bars it from distributing profit to members. The act was amended with effect from 1 July 2026 by Senate File 22.
Neither form has a settled federal tax treatment for foreign participants. Treat both as structures that need a lawyer and a tax adviser, not as products.
Close LLC and statutory trust, in brief
A close LLC is an LLC whose articles say so, under W.S. 17-25-103. The label changes the default rules between members.
- No transfer of an interest without the consent of all members, unless the operating agreement says otherwise (W.S. 17-25-111).
- No withdrawal without the consent of all other members, again unless the agreement sets terms (W.S. 17-25-107).
- No reporting relief. Chapter 25 contains nothing that reduces what the company files with the state, although some guides say it does.
It suits a family or two partners who want lock in by default. A single member gains nothing, and an ordinary operating agreement can reach the same result.
Two other forms complete the list, and neither is aimed at a solo operating business.
- Statutory trust. A trust instrument and a certificate of trust, with a trustee managing property for beneficial owners. It pays a flat $100 annual tax, not the $60 license tax, with a $100 penalty after 1 February.
- Statutory close corporation. A corporation of 35 shareholders or fewer that may run without a board, under W.S. 17-17-121.
What the form does not decide
Several questions are asked as if they were about the form. They are answered somewhere else.
| Question | Decided by the form? | Decided by |
|---|---|---|
| Can a foreigner own it | No | Neither act sets a nationality condition |
| What the state charges each year | No | Assets located in Wyoming, same formula for both |
| Whether a bank opens an account | No | The bank, and where the owner lives |
| Beneficial ownership report to FinCEN | No | Abolished for US-formed entities in August 2026 |
| Risk of dissolution over who owns it | No | The same public interest grounds apply to both |
Three of these have their own page.
- Money: what a Wyoming LLC costs, year one and after.
- Banking: opening an account as a non-resident.
- Upkeep: the annual report and compliance calendar.
The bottom line
For a founder abroad with no US investor in sight, the answer is a single member Wyoming LLC. It has one tax layer, a report with no names, and a statutory limit on what a personal creditor can take.
- The LLC's fixed duty is Form 5472 every year, and its 0% federal outcome depends on how you operate, not on the form.
- The corporation is the answer when someone else's money or equity is coming in.
- The special forms answer narrow problems, and each one fails on a condition you have to keep meeting.
Whichever you choose, the filing is the same $100 step, set out in how to form a Wyoming LLC from abroad.
Ready to form the right entity? See what the Wyoming company formation service covers, or talk to a specialist about your case.
Frequently asked questions
Is a Wyoming LLC or a corporation better for a non-resident?
For a solo founder with no US investors, the LLC is usually better. It is transparent for federal tax, its annual report names nobody, and a member's creditor is limited to a charging order. The corporation fits fundraising and stock options.
Does a Wyoming corporation cost more than an LLC?
Not at the state level. Both pay $100 to form and a license tax of at least $60 a year, under the same formula. The corporation costs more in federal tax and in accounting, because it files a full corporate return.
Does a Wyoming LLC have to list its owners publicly?
No. The articles state the company name, the registered office and the registered agent, and the annual report states Wyoming assets and the principal office address. A corporation's annual report must name its officers and directors.
Can a non-resident's Wyoming LLC be taxed as an S corporation?
No. The S corporation election is not available to a company with a non-resident alien owner. A foreign-owned LLC is either transparent by default or can elect to be taxed as a regular corporation.
Does a Wyoming corporation owned by a foreigner file Form 5472?
It does when it is at least 25% foreign-owned and has reportable transactions with a related party. The form is attached to its Form 1120. The penalty for a missed form is $25,000, the same as for an LLC.
Does charging order protection apply to a single member LLC in Wyoming?
The statute says so. W.S. 17-29-503(g) names the sole member expressly and makes the charging order the exclusive remedy. A court outside Wyoming is not bound to apply that rule, so it is a strong default, not a certainty.
How much does a Wyoming Series LLC cost?
The LLC itself pays the usual $100 filing fee. The state then charges $10 for each series designated or established, under W.S. 17-29-211(o). Accounting, banking and tax preparation for each series are where the larger costs sit.
What happens to a Wyoming DAO LLC that goes inactive?
It is dissolved if it fails to approve any proposal or take any action for one year, under W.S. 17-31-114. It is also dissolved if the smart contract identifier is not supplied within 30 days of filing.
Can I change a Wyoming LLC into a corporation later?
Yes. W.S. 17-26-101 allows an entity formed under Title 17 to convert to another entity type. The conversion can have federal tax consequences for a foreign owner, so take advice before filing it.
Sources
- Wyoming Statutes, Title 17: W.S. 17-29-209(a) and 17-16-1630(a) on what each annual report contains, 17-29-503(g) on the charging order, 17-29-211 on series, chapters 25, 31 and 32 on the close LLC, DAO and DUNA
- Wyoming Secretary of State fee schedule effective 1 July 2026: $100 for LLC and corporation filings, $10 per series, $100 certificate and $100 annual tax for a statutory trust
- Wyoming Secretary of State, The Choice Is Yours (revised 2025): the state's own description of every entity form it registers
- IRS Instructions for Form 5472 (rev. December 2024): who files, the pro forma Form 1120 for a foreign-owned disregarded entity, and the $25,000 penalty
- 2026 Senate File 22, Enrolled Act No. 21 (Laws 2026, ch. 25): amendments to the decentralized unincorporated nonprofit association act, effective 1 July 2026
The state rules on this page were read on 5 October 2026 in the Wyoming Statutes, Title 17, and in the Secretary of State fee schedule effective 1 July 2026, and are cited by section. The Form 5472 rules come from the IRS instructions revised December 2024. The 21% federal corporate rate, the 30% dividend withholding, the S corporation restriction and the unsettled federal treatment of a series are long standing federal rules that were not reread in primary text on that date. What investors expect from a company, and how banks handle a series or a DAO, is market observation, not law. The federal tax treatment of a DAO LLC, a DUNA or a statutory trust held by a foreign owner, and whether an individual series owes anything to the state beyond the $10 fee, should be reconfirmed with an adviser before you file. The charging order section has not been tested here against a court outside Wyoming. This is not legal or tax advice.