Many Proprietors Shift To LLC Model
Many sole proprietorship and partnership types consider changing their business structures by forming limited liability companies.
There are two primary reasons for this transition. In a limited liability company [known as an LLC] there are often found to be both tax advantages and easier/fewer corporate hoops to jump through. Both advantages help small business owners to spend less time on administrative tasks, and help them to keep more of their hard earned profits, translating to a stronger ROI.
My personal research on this has led me to understand that the nature of an LLC is found in the details [yes, the devil is in the details] which may or may not take full advantage of this very “forgiving” entity structure if it is or isn’t done correctly, or if formed in a state that has the provisions you may be wanting. Hey – we don’t know what we don’t know!
LLC’s are state regulated. I have yet to find agreement from law office to law office regarding what can happen when you are in a jam, even in the most relaxed state environments. One thing I do know is that there is always risk, no matter what, and getting good legal advise is truly a necessary evil.
It used to be that Nevada had the most favorable LLC provisions, but many attorneys now favor Wyoming. Why Wyoming? In a nut shell, it seems that Wyoming offers fewer restrictions, better autonomy, and no individual or corporate income tax.
In order to change a business to an LLC in Wyoming, you will need to establish a Wyoming LLC, transfer the assets of your business to your new LLC, and dissolve your old business, if desired. Although the process of forming an LLC in Wyoming is not particularly complex, the rules of operation [as always] are subject to certain restrictions under Wyoming state law.
What is needed to form a Wyoming LLC? Well my advise once again is to seek out specialized legal advise. Having said that, here are some of the basics for those that are curious.
1. You will need to locate and choose a registered agent. The RA receives all official communications for your LLC, such as government correspondences, legal complaints, and any other legal notifications. The RA doesn’t have to be an owner or officer of the new LLC, but must reside in Wyoming. Owners may reside elsewhere.
2. Create a name for your LLC. Include the words “limited liability company”, “limited company” or “LLC” in the name. Your name availability can be checked through an online search tool found with the Wyoming Secretary of State office website.
3. Decide on the duration and purpose of the LLC. The LLC’s default duration will be 30 years. The Articles of Organization may include a statement of duration that allows for flexibility. It is an acceptable practice to state that the LLC is organized for “any lawful purpose”, again providing flexibility for business owners who may want to change direction, or manage various unrelated industry types under one umbrella.
4. Determine what your basic elements are, such as the amount of money you will be investing into the LLC, as well as the names and addresses of who will own the LLC [and their ownership percentage]. Unless stated otherwise in the Articles of Organization, this will be proportionate to the amount of capital invested or contributed by that member.
5. Download and complete the LLC’s Articles of Organization from the Wyoming Secretary of State’s website.
Additional Notes:
You will also need to know and provide the LLC’s legal address, and the LLC’s principal office address. Additionally, what must be stated is the right of remaining members to continue the LLC upon the death, resignation, bankruptcy or dissolution–in case of corporate ownership–of an LLC owner. The Articles of Organization must be signed by its organizers, who need not be LLC owners.
6. File the Articles of Organization with:
Wyoming Secretary of State
Corporations Division
The Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020.
Beyond this, there are many factors. It is considered wise by many authorities to have multiple LLC owners/members. It is not uncommon to allow them to be trusts. Please seek legal advise before setting up a business. These are complex issues with laws constantly changing, and with new interpretations being generated by ongoing court trial results.
Thayer Ya Go!
David R. Thayer
Credits: Some of the material found in this blog relating to Wyoming LLC requirements were found at ehow.com







