Articles of Organization LLC Wyoming

What Are Wyoming Articles of Organization?

The Articles of Organization in Wyoming, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve to officially register the LLC with the Wyoming Secretary of State, providing essential information about the business entity. The Articles of Organization are governed by the Wyoming Limited Liability Company Act, specifically under Wyoming Statutes § 17-29-201. For more detailed information, you can visit the Wyoming Secretary of State's Business Division.

Are Wyoming Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Wyoming. According to Wyoming Statutes § 17-29-201, an LLC is not legally recognized until these documents are filed with the Secretary of State. Failure to file the Articles of Organization means the LLC does not exist as a legal entity, and the business cannot benefit from the liability protections and tax advantages that an LLC structure provides.

Information Required in Wyoming Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Wyoming Statutes § 17-29-108. The name must be distinguishable from other registered entities in Wyoming. Certain words, such as "bank" or "university," may require additional approval. You can check name availability using the Wyoming Secretary of State's Business Name Search.

Wyoming Registered Agent and Registered Office

Every LLC in Wyoming must designate a registered agent and maintain a registered office within the state, as required by Wyoming Statutes § 17-28-101. The registered agent can be an individual resident or a business entity authorized to do business in Wyoming. The registered office must be a physical address, not a P.O. Box.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in Wyoming Statutes § 17-29-203. The document should include the names and addresses of the initial members or managers.

Organizer Information

An organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Wyoming. The organizer's name and address must be included in the filing.

Purpose Statement

Wyoming allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions. For professional entities, additional forms may be necessary, which can be found on the Wyoming Secretary of State's website.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Wyoming Statutes § 17-29-205.

How to File Wyoming Articles of Organization

Online

Wyoming offers an online filing system called the Wyoming Business Center. The system is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

1. Create an account on the Wyoming Business Center.
2. Complete the Articles of Organization form.
3. Pay the filing fee using a credit card.
4. Submit the form electronically.

Mail

To file by mail, send the completed Articles of Organization form to:

Wyoming Secretary of State
Business Division
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020

Include one original copy and the filing fee. Payment can be made by check, payable to "Wyoming Secretary of State." Processing time for mail filings is typically 5-7 business days.

Wyoming Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Wyoming is $100. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Wyoming Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Wyoming. The Secretary of State will issue a Certificate of Organization as evidence of filing. The LLC must then obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Wyoming Department of Revenue. While not required by the state, it is advisable to draft an operating agreement. Wyoming LLCs must also file an annual report with the Secretary of State, which can be done through the Wyoming Business Center.

Common Mistakes When Filing Wyoming Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Refer to the Registered Agent FAQs for guidance.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check for any special requirements.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Professional LLCs may require additional forms. Verify requirements on the Secretary of State's website.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from filing.

Additional Resources

• Wyoming Secretary of State Main Page
• Business Division/Formation Page
• Wyoming Statutes (Complete Code)
• Wyoming Business Center (Online Filing System)
• Wyoming Department of Revenue
• Contact Information: Phone: (307) 777-7311, Email: business@wyo.gov

This article provides general information about Wyoming LLC formation requirements under the Wyoming Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.