Sutton Law Center

Wyoming LLC Incorporation Details

Wyoming LLCIf you are interested in improving the financial prospects for your company, learning how to incorporate in Wyoming may benefit you. Forming a Wyoming LLC dates back to 1977, when the state enacted the first Limited Liability Company Act in the county. The Act used features of both partnerships and corporations to create a new corporate structure. The IRS would not issue a ruling on LLC classification between 1977 and 1987.

IRS Rulings

Due to the IRS’ refusal to resolve the ambiguity surrounding national and Wyoming LLC status, other states developed similar statutes. The IRS eventually ruled in 1988 that the attributes of the company would determine its tax designation. For example, LLCs with two or more features of a partnership were treated as such, and the same was true for companies with the features of corporations. The company attribute test was eventually eliminated and it was decided that noncorporate entities could self identify for tax purposes.


All LLCs are created through state statute. The Wyoming LLC Act makes it possible to create an LLC or any legal purpose except insurance or banking. The business must abide by multiple statutory requirements of formation as well. It must include a form of the word limited within its name to serve as a designation of the type of entity it is. The business must also exist as a separate entity from its members, shielding them from liability for the business.


By 1997, LLCs were recognized around the nation. Each individual state statute was developed to work within that state’s legislature, which created a high level of diversity around the country. Out-of-state LLC acknowledgment also created legal confusion. In these situations, it is often necessary for matters to be decided on a case-by-case basis.

Changes and Uniformity

In 2000, Wyoming’s State Legislature offered the Close Limited Liability Company statutes. These statutes were designed to be an improvement on the more general Wyoming Limited Liability Company Act, offering greater restrictions. The new legislation also filed in gaps with the original Act without promoting uniformity with laws in other states. In 1996, there was an attempt to address the uniformity issue. The National Conference of Commissioners on Uniform State Laws recommended the adoption of the same law across all states, but it was not successful. The corporate climate had changed significantly throughout the years, and eventually resulted in the Revised Uniform Limited Liability Company Act. This Act was formalized in 2006 and enacted by Wyoming in 2010, repealing its existing act. These changes were made to make LLC law less confusing, especially as members of different LLCs work across state lines. When LLCs from different states work together, it is also necessary to have a standard legislation to reference when issues arise for one or more partners in the LLC. A lawyer may be able too help you determine if an LLC offers the protections your business needs.

Contact Lawyers to Incorporate in Wyoming

Call the Sutton Law Center today at (775) 824-0300 to get help forming your Wyoming LLC.

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