Need to form a single-member LLC and also want liability protection? Wyoming may be your best choice. Here’s why:
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- A Charging Order is the sole remedy that a creditor has against a Wyoming LLC. This means a creditor can attach the distributions of the LLC, but they can’t force it to make distributions, liquidate or sell assets, nor can they remove you or insert themselves into the structure of your LLC.
- Wyoming allows anonymity. They don’t require disclosure of the names of the Manager or Members of the LLC. If we file your LLC, our name is the only name that appears in the public record connection with your LLC.
- Wyoming has no personal income tax or business taxes that apply to members of a Wyoming LLC.
- You can use your out-of-state business address with a Wyoming LLC, although you do have to appoint and maintain a “Registered Agent” in Wyoming for the life of your Wyoming LLC. We have a Registered Agent who can perform this service for our clients for <$100/year.
- You do have to pay an annual registration fee to the State of Wyoming of $50 for as long as you have a Wyoming LLC.
- Wyoming LLCs can be formed nearly instantaneously online.
- Unlike all of the other states, Wyoming offers the same protection to single-member LLCs that other states offer only to multi-member LLCs. Here’s the statute that says so:
Wyoming Statutes, Title 17, Chapter 29, Articles 1-11; Sections 17-29-101 through 17-29-1105.
Section 17-29-304(d):
In any analysis [relating to personal liability under Section 17-29-304], a court shall not consider factors intrinsic to the character and operation of a limited liability company, whether a single or multiple member limited liability company. Factors intrinsic to the character and operation of a limited liability company include but are not limited to:
(i) The ability to elect treatment as a disregarded or pass-through entity for tax purposes;
(ii) Flexible operation or organization including the failure to observe any particular formality relating to the exercise of the company’s powers or management of its activities;
(iii) The exercise of ownership, influence and governance by a member or manager;
(iv) The protection of members’ and managers’ personal assets from the obligations and acts of the limited liability company.
However, the sole member of a single-member LLC can be held personally liable if they commit fraud, or for any combination of the following: inadequate capitalization of the company, failure to observe certain company formalities where required by law; or commingling of company and personal finances with personal assets. Section 17-29-304(c).
Thus, if you are considering forming a single-member LLC to participate as your “branded entity” in a syndicate, whether you want it to participate in management of one or more syndicates or to hold your profit interests, Wyoming clearly offers advantages that other states don’t. Call us today at 844-Syndic8 (844-796-3428) to get your LLC anonymously formed and to have us draft an operating agreement for your single-member LLC.
