Wyoming · Guide

Wyoming LLC for Non-Residents 2026: Who Can, Who Cannot

Wyoming sets no citizenship or residency test. The limits sit elsewhere: a 2025 dissolution ground, OFAC rules on Russian residents, and who sees your name.

Charles Martin
Charles MartinFounder, CorpSec
Updated October 202617 min read
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Any nationality can own a Wyoming LLC. The statute asks for no passport, no address in the United States and no visit.

That sentence is true, and it is where most guides stop. Three things it leaves out decide whether the company is a good idea for you: where you ordinarily live, who ultimately owns the company, and who learns your name along the way.

This page covers whether you can and on what conditions. The filing itself is in how to file the Articles of Organization from abroad.

The three numbers behind a non-resident's eligibility
0citizenship or residency conditions in Wyoming's LLC formation statute
6foreign adversaries on the federal list that Wyoming's 2025 dissolution ground points to
60 daysnotice period before the state treats a company as defunct
Source: W.S. 17-29-201, 15 C.F.R. 791.4(a), W.S. 17-29-705

Can a non-resident form a Wyoming LLC?

Yes. W.S. 17-29-201 says that "one (1) or more persons may act as organizers" and requires the Articles of Organization to state two things only: the company's name, and its registered office and registered agent.

Nothing in that section, and nothing on the official form, asks about the owner.

  • No citizenship condition. The form has no nationality field.
  • No residency condition. Neither the organizer nor the members need a US or Wyoming address.
  • No Social Security number. The state does not ask for a tax identifier at all.
  • No visit. The filing is made online or by mail, and the agent signs a written consent.
  • No local director or member. The only Wyoming presence required is the registered agent.

What the law does require is a registered agent with a physical Wyoming address. That agent is a US person, and that single fact matters more than it looks, as the next two sections show.

Who cannot, and who should stop and take advice

Wyoming company law excludes nobody by nationality. The exclusions come from federal sanctions law, and since 1 July 2025 from one ground of dissolution in the Wyoming statute itself.

Your situationWhat appliesPractical result
You appear on an OFAC sanctions listFederal sanctionsUS persons are generally barred from dealing with you
You ordinarily live in RussiaOFAC services determination of 8 May 2022A US agent or formation provider may not serve you
The owner is a listed government, or controlled by oneW.S. 17-29-705(c)(iii)(D)The state may dissolve the company
You are a private citizen or resident of a listed countrySame provision, reach unsettledTake legal advice before filing
None of the aboveNo condition in Wyoming lawThe bank's own country list is the next test

Other OFAC programs restrict dealings with certain countries and regions more broadly. That list changes, so read it on the Treasury's website on the day you decide rather than in any guide, including this one.

Five questions, in the order they stop a planThe first two are federal sanctions law. The third and fourth are Wyoming law since July 2025. Only the fifth is about banking.
  1. 1
    Are you on an OFAC sanctions list?If yes, US persons are generally barred from dealing with you. The plan stops here.
  2. 2
    Do you ordinarily live in Russia?If yes, a US registered agent or formation provider is barred from serving you, whatever your passport.
  3. 3
    Is the owner a listed government, or controlled by one?If yes, the 2025 dissolution ground applies on its face.
  4. 4
    Are you a private citizen or resident of a listed country?Unsettled. Two readings exist. Take Wyoming counsel before you file.
  5. 5
    None of the aboveWyoming law sets no condition. Check the bank's country list next.
Source: OFAC FAQs 1034 and 1058, W.S. 17-29-705(c)(iii)(D)

The OFAC limit if you live in Russia

This limit does not forbid anyone from owning a company. It forbids US persons from providing a defined set of services, and a Wyoming LLC cannot exist without one of them.

On 8 May 2022 OFAC issued a determination under Executive Order 14071, in force since 7 June 2022. It bars the supply, "directly or indirectly, from the United States, or by a United States person, wherever located", of trust and corporate formation services "to any person located in the Russian Federation".

OFAC's FAQ 1034 lists what those services include.

  • Forming the company: "assisting persons in forming or structuring legal persons".
  • The registered agent: "acting or arranging for other persons to act as" directors, secretaries or registered agents.
  • The address: "providing a registered office, business address, correspondence address, or administrative address".
  • Maintenance: FAQ 1063 says the ban covers "the administration or maintenance of an existing trust or company", not only new ones.
  • Tax filing: FAQ 1068 says accounting services "would include tax preparation and filing services".

The test is where you live, not your passport. FAQ 1058 reads "person located in the Russian Federation" as persons in Russia, "individuals ordinarily resident in the Russian Federation", and entities organized under Russian law. Citizenship is not part of that definition.

Ordinarily resident in RussiaRussian citizen ordinarily resident elsewhere
Inside the OFAC definitionYesNot by citizenship alone
US agent may form and maintain the LLCNoNot barred by this determination
Working through a foreign intermediaryStill covered as indirect supplyNot applicable
What you will be asked to showNot applicableEvidence of where you actually live

Two cautions. FAQ 1058 treats supply as indirect "when the benefit of the services is ultimately received by" a person located in Russia, so a middleman does not cure it. And "ordinarily resident" is a question of fact that a provider will test with documents.

These FAQs were online and unamended on 5 October 2026, the most recent update being dated 12 September 2024. Sanctions move quickly, so reconfirm before relying on any of this. The country side is covered in setting up a Wyoming LLC from Russia.

The foreign adversary dissolution ground

Since 1 July 2025, Wyoming's Secretary of State has a ground of dissolution that turns on who owns the company, not on what it filed or failed to file.

  • Source: 2025 House Bill 69, Enrolled Act No. 9, Chapter 7 of the 2025 session laws.
  • Votes: House 61 to 0, Senate 31 to 0.
  • Dates: signed on 24 February 2025, in force on 1 July 2025.

Under W.S. 17-29-705(c)(iii)(D), an LLC forfeits its articles where "it is in the public interest and the limited liability company or any of its members":

"Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States"

The same wording was added for corporations, nonprofit corporations and statutory foundations. The federal list it points to has six entries.

  • China: "The People's Republic of China, including the Hong Kong Special Administrative Region and the Macau Special Administrative Region".
  • Cuba: the Republic of Cuba.
  • Iran: the Islamic Republic of Iran.
  • North Korea: the Democratic People's Republic of Korea.
  • Russia: the Russian Federation.
  • Venezuela: "Venezuelan politician Nicolás Maduro (Maduro Regime)", not the country.

Two readings, and no ruling between them

What the provision means for an LLC owned by an ordinary individual from one of those places has not been settled. We found no guidance from the Secretary of State and no decision. Both readings below are defensible, and this page does not choose.

Narrow readingBroad reading
Who the owner must beOne of the six adversaries itself: a listed government, or the Maduro regimeAnyone tied to a listed country by citizenship, residence or place of incorporation
Textual supportThe owner must be "determined to be a foreign adversary" and "specified in" the list, which names governments and one regimeThe list names countries as such, and the federal rule's own definition of a person "owned by, controlled by" an adversary reaches any "citizen or resident"
Difficulty"Controlled by" a listed government becomes a question of fact for state-linked ownersWyoming cites only section 791.4(a), not the federal definition in section 791.2
A private Russian, Chinese or Hong Kong ownerOutside the groundInside the ground

Four features of the text matter whichever reading is right.

  • "Or any of its members." The ground reaches a member that is itself owned or controlled, so a holding company in the chain counts.
  • "In the public interest." This is a second condition, and the statute does not define it.
  • The federal list is self-limiting. Section 791.4(a) says its entries are adversaries "solely for the purposes of the Executive Order, this rule, and any subsequent rule". Wyoming borrowed it for another purpose.
  • The exception is hard to use. The statute does not say how a newly formed company would obtain approval from the Committee on Foreign Investment in the United States.

The procedure is the ordinary one: written notice, then 60 days, after which the company is deemed defunct. The state's own page describes those 60 days as time "to correct any false information", which does not say what an owner could correct when the ground is ownership itself.

If you hold a passport from, live in, or own through a company formed in a listed place, get an opinion from a Wyoming attorney before you file. A formation provider's reassurance is not an opinion, and neither is this page.

Anonymous Wyoming LLC: who sees what

"Anonymous" describes the public register and nothing else. Five different parties learn different things about you, and only one of them publishes.

WhoWhat they learnIs it public
Public registerCompany name, registered agent and office, mailing and principal office address, the organizer's name and signatureYes
Registered agentManagers' names and addresses, plus a named individual as contactNo
Secretary of StateThe agent's records, on examination or demandNo, with two exceptions
BankFull identity of owners and controllers, proof of address, source of fundsNo
IRSThe responsible party for the EIN, then the foreign owner every year on Form 5472No

Three practical points follow.

  • The organizer is public. The form "shall be executed by an organizer" whose name is printed. If you sign it yourself, your name is on the filing.
  • Members and managers are not filed. The annual report of an LLC states its Wyoming assets and its principal office address, nothing about owners.
  • A corporation is different. Its annual report names officers and directors, as the comparison of company types explains.

One federal layer has gone. Since the FinCEN final rule that took effect on 14 August 2026, a company formed in the United States files no beneficial ownership report, whoever owns it.

What the registered agent holds, and who can ask for it

The agent is where the privacy promise meets its limit. W.S. 17-28-107(a)(v) obliges every registered agent to keep the following for each company, current within 60 days of any change until the first annual report is accepted, and after that each time the annual report is due.

  • The people who run it: "names and addresses of each entity's directors, officers, limited liability company managers, managing partners, trustees or persons serving in a similar capacity".
  • A human contact: "the name, physical address and business telephone number of a natural person" authorized to receive communications.
  • The agency contract covering service of process.

Members are not on that list. But in a single-member LLC that you manage yourself, the person "serving in a similar capacity" is you. Many agents also collect identity documents under their own policies, which is market practice, not statute.

W.S. 17-28-108 then sets out who can reach those records.

  • The Secretary of State may examine them and "compel production".
  • They stay confidential in the state's hands, with two exceptions.
  • A court-ordered subpoena can release them.
  • A "bona fide law enforcement agency" can obtain them "for use in a criminal investigation".
  • Giving the agent false records is punishable by a fine of up to $1,000, up to six months in prison, or both, and is itself a ground of dissolution.

This is not theoretical. The state audited a large registered agent on site in Sheridan in March 2026.

The privacy rule may not survive 2027

The gap in the agent's list, managers but not owners, is the one lawmakers keep trying to close.

Five years of rules that reach the foreign ownerThe two bills that failed would both have widened what registered agents keep or hand over. Each cleared the Senate.
  1. 7 Jun 2022OFAC services ban for persons located in Russia takes effect
  2. 24 Feb 2025HB0069 signed, foreign adversary ground enacted
  3. 3 Mar 2025SF0059 on release of agent records dies in the House
  4. 1 Jul 2025Foreign adversary ground takes effect
  5. 3 Mar 2026SF0082 on owner names held by agents dies in the House
  6. 14 Aug 2026Federal ownership reporting ends for US-formed companies
Source: OFAC, Wyoming Legislature bill histories, FinCEN

Senate File 82 of 2026 would have added one line to the agent's duties: "the names and addresses of each domestic entity's owners including but not limited to partners, members and shareholders". It passed the Senate 23 to 8 on 18 February 2026 and died in a House committee on 3 March 2026.

Read any statement about Wyoming privacy, this one included, as dated October 2026. A company formed for confidentiality should be one you could still live with if the agent held your name.

Owning is not working, and the IRS still expects you

Two federal points belong on this page in short form, because non-residents often learn them late.

  • Ownership gives no immigration status. A Wyoming LLC is not a visa, a work permit or a basis for one by itself. You can own it from abroad without any US status.
  • Working in the United States is a separate question. Performing services on US soil for your own company needs work authorization, and it can also change the company's tax position.
  • Form 5472 is due every year. A single-member LLC owned by a foreign person files it with a pro forma Form 1120, even with no income. The penalty for missing it is $25,000.
  • The state knows less than the IRS. The owner the register never sees is named on that federal form.

The tax test and the filing mechanics are in Wyoming LLC taxes for non-residents, and the yearly calendar in the annual report and compliance guide.

Where you live decides more than your passport

Most of the conditions on this page attach to residence. So does everything on the home country side, which is why each origin has its own page.

If you live inWhat decides your caseRead
India, Pakistan, Bangladesh, NigeriaHome rules on holding and funding a foreign companyIndia, Pakistan, Bangladesh, Nigeria
France, Germany, ItalyHome tax rules on a company managed from homeFrance, Germany, Italy
RussiaThe OFAC services ban, then the adversary listRussia
BelarusNo services ban of that kind, but banking is the obstacleBelarus
VenezuelaThe list names the Maduro regime, not the countryVenezuela
China, Hong Kong, MacauThe unsettled reading aboveA Wyoming attorney, first

The bank applies its own country list on top of all this, by residence and sometimes by citizenship. That is covered in opening a Wyoming LLC bank account as a non-resident, and the budget in what a Wyoming LLC costs.

The bottom line

For most founders abroad, the answer is a plain yes. Wyoming asks nothing about nationality or residence, the register does not list owners, and no federal ownership report is due any more.

The conditions are narrower than the marketing and sharper than the guides.

  • Residence: a US agent cannot serve someone who ordinarily lives in Russia.
  • Ownership: a 2025 provision lets the state dissolve a company over who owns it, and its reach over private individuals is open.
  • Privacy: your name is off the register, not out of reach.

Settle those three points before you pay for a filing. If they are clear, the rest is execution, and you can see the Wyoming LLC formation service or talk to a specialist first.

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Frequently asked questions

Can a non-US resident own a Wyoming LLC?

Yes. W.S. 17-29-201 lets one or more persons form an LLC and sets no citizenship or residency condition for organizers or members. The state form asks for no nationality, no US address for the owner and no Social Security number.

Do I need to visit Wyoming or the United States to form one?

No. The Articles of Organization are filed online or by mail, and the only physical presence the law requires is a registered agent with a street address in Wyoming, who signs a written consent to the appointment.

Can a Russian citizen open a Wyoming LLC?

Citizenship alone is not the test. OFAC bars US persons from providing formation, registered agent and address services to individuals ordinarily resident in Russia. A Russian citizen who ordinarily lives elsewhere is outside that definition, but should also read the foreign adversary section and take advice.

Can Wyoming dissolve my LLC because of my nationality?

The statute allows dissolution of a company owned or controlled by a foreign adversary listed in 15 C.F.R. 791.4(a). Whether that reaches a private citizen of a listed country is unsettled, with no state guidance found. A Wyoming attorney should answer it for your case.

Does the foreign adversary rule cover Hong Kong?

The federal list names the People's Republic of China "including the Hong Kong Special Administrative Region and the Macau Special Administrative Region". Whether a privately owned Hong Kong company or a Hong Kong resident falls inside Wyoming's ground depends on which reading applies, and that is open.

Is a Wyoming LLC anonymous?

It is private on the public register, which shows no members or managers. It is not anonymous to the registered agent, to the Secretary of State on demand, to a court or criminal investigator, to your bank, or to the IRS.

What does the registered agent know about me?

By law, the names and addresses of the company's managers and the name, physical address and phone number of one individual contact. If you manage your own single-member LLC, that is you. Many agents ask for identity documents as well.

Do I still have to file a beneficial ownership report?

No. Since the FinCEN final rule that took effect on 14 August 2026, companies formed in the United States are exempt, including those owned entirely by foreign persons. Form 5472 to the IRS is a separate duty and still applies.

Does owning a Wyoming LLC let me live or work in the US?

No. Ownership gives no immigration status. You may own and direct the company from abroad, but working on US soil requires its own authorization and can change how the company is taxed.

Could Wyoming start recording LLC owners?

It has been tried. Senate File 82 of 2026 would have made registered agents keep the names and addresses of owners. It passed the Senate 23 to 8 and died in a House committee on 3 March 2026. Treat the current rule as one that may change.

Sources

Official, read on 5 October 2026: the enrolled text of 2025 HB0069 and its legislative history, W.S. 17-29-201, 17-29-209, 17-29-705, 17-28-107 and 17-28-108 in the online Title 17 compilation, 15 C.F.R. 791.2 and 791.4 in the eCFR version of 1 September 2026, the Secretary of State's fraud reporting page and Articles of Organization form, OFAC FAQs 1033, 1034, 1058, 1059, 1063 and 1068, and the introduced text and history of 2026 SF0082 and 2025 SF0059. Taken from our earlier research and not re-read that day: the Form 5472 penalty, the FinCEN final rule of August 2026, the March 2026 registered agent audit, and the absence of an equivalent services ban for Belarus. Market practice rather than law: what registered agents and banks collect beyond the statutory minimum. To reconfirm before acting: whether the OFAC services determination is still in force, the current content of the federal adversary list, and above all how the Secretary of State applies the foreign adversary ground to a company owned by a private individual, on which no guidance or decision was found. That question needs a Wyoming attorney. This is not legal or tax advice.

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