How to Start a Wyoming LLC as a Non-U.S. Citizen

A Limited Liability Company (LLC) is a business ownership structure in the United States. It affords owners a greater level of legal protection against personal liability for payment of judgments and other claims against the business.

For non-U.S. resident business owners, the definition of an LLC is expanded to include relaxed federal tax laws that permit taxation on their revenues to “pass through,” effectively bypassing the U.S. Internal Revenue Service and deferring tax collection from the LLC to the taxing authority of the business owner’s country of residence.

Why a Wyoming LLC?

The original version of the U.S. LLC business structure was created in Wyoming. So, no other state in the union has a longer history of managing the LLC legislative, judicial, and administrative ecosystem than Wyoming.

Wyoming provides a better general business environment for the majority of U.S. nonresident LLC owners. Wyoming offers a unique combination of advantages for foreigners who desire to operate a business in the vast American consumer market.

How to form an LLC in Wyoming as a non-citizen

Use the following step-by-step process to register your LLC with the Wyoming Secretary of State. Wyoming will become your “domestic state” for your new business. As for all LLCs, even those with U.S. resident business owners, your company will be defined as a “foreign entity” in other states where you are doing business.

Search the Wyoming database to find an allowed business name for LLC that is not already assigned to another company. You can reserve a name from the list if you wish by submitting a Wyoming LLC Application for Reservation of Name, and paying a fee.

Legally, you must maintain a resident registered agent in Wyoming to serve as your representative in day-to-day matters. For example, your Wyoming registered agent service must be able to receive mail and other communications from the government for you. 

Your Wyoming registered agent must have a physical address, and that location may serve as an appendage for your company. However, ideally, for purposes of preserving the legal protection your LLC is designed to provide, your company’s official business address should be either your actual place of work in your country of residence or, a legal virtual business address available to entrepreneurs living in foreign countries and generating revenues inside the United States.

A virtual business address is a physical street address that your business can list and use to receive mail. You will need to file U.S. Postal Service Form 1583 with the U.S. Postal Service authorizing your virtual mailing address service provider to receive your mail by linking your responsible party to the mailbox. You will need to submit two forms of ID with the form. Update your official documents with the Secretary of State to record your virtual address as your physical address.

Complete and send the Articles of Organization to the Wyoming Secretary of State. You must provide an email address. The approval process takes about 15 days. There is no expedited processing option at the office of the Wyoming Secretary of State. Processing is done in the order of dates applications are received. To check the status of application processing, you can go to the Secretary of State’s online services site to see which date’s applications are currently under processing. 

As a non-U.S. resident, you can apply to the IRS for an Individual Taxpayer Information Number (ITIN). You can use your ITIN to obtain an EIN.

You will need an EIN to start your Wyoming LLC, file tax returns, open a bank account for your business, hire workers, and other purposes. After the Wyoming Secretary of State has certified your Articles of Organization, you can submit a request to the IRS for an EIN. Just mail the one-page Application for Employer Identification Number (Form SS-4), or apply for an EIN online.

Most nonresidents of the U.S. doing business in the country are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN).

The report must be submitted by the 90-day deadline from the LLC registration date in Wyoming. After 2024, the deadline for the report will be 30 days. The report must include information indicated for all decision-makers in your business who own at least 25% of the company. The content of this report is not a public record that is accessible without a security clearance. It is held as confidential information.

Costs of starting an LLC in Wyoming

These are initial costs for registering an LLC in the state, though this list may not account for all costs, depending on the nature of your business and your particular needs for it.

Paying federal taxes as a non-U.S. resident LLC owner

For all U.S. business owners, whether residing in the country or outside its boundaries, the applied business income tax rate is 30%. However, for non-U.S. residents, the federal tax collection process is bypassed. It is routed as a “pass-through” tax collection process. 

This means that the U.S. Internal Revenue Service does not handle the tax collection process regarding your U.S. business. Instead, the responsibility for the tax liability due to your U.S.-sourced income is passed through the U.S. Treasury Department system and deferred to the national tax collection authority in the country in which you live.

Discuss your tax liability with an American business tax accountant or tax attorney before you start doing business in the United States or submit a tax filing. Also, familiarize yourself with the U.S. Tax Guide for Aliens as well as Tax Treaties (IRS Publication 519).

Keeping your Wyoming LLC in state and federal compliance

It can be a challenge to comply with all the rules you must follow to keep your business in good standing with American federal, state, and local governments while you are working hard to run your U.S. company from your home country. Consider keeping a calendar of monthly and annual requirements to help you keep track of all your state and federal obligations while you are doing business in the United States.

Examples of ongoing legal requirements that you must fulfill while operating a business in Wyoming include paying your annual fee for a registered agent service, meeting annual deadlines for IRS income reporting, and filing annual reports with the State of Wyoming. 

Your Wyoming reports are due each year on the first day of the anniversary month in which your LLC formation was approved. After 60 days from the deadline, your LLC can be dissolved by the state due to failure to comply.