Non-US Citizens Guide to Forming a Wyoming Company

You do not need to be a US citizen or be a US resident to form a Wyoming LLC or Wyoming corporation. You can start a business in Wyoming no matter where you live.

How do I form a Wyoming LLC or Wyoming Corporation if I am not a U.S. citizen?

Because of our low taxes and business-friendly environment, we attract entrepreneurs from lots of different places. Many of our clients do not live in in the US.

We charge everyone the same price, no matter where they live or where they’re from. Foreigners operating as an LLC or corporation in Wyoming are subject to the same state laws as US citizens. For that reason, we encourage you to review our Wyoming LLC and Wyoming Corporation guides.

Starting a Non-U.S. LLC or Corporation in Wyoming

In Wyoming, an LLC or Corporation is formed with the Wyoming Secretary of State. That will be referred to as your home or domestic state. Your business will be considered a foreign entity in states outside your home state (America has 50 different states and a couple extra jurisdictions).

The process for starting a business in Wyoming is the same process that a US citizen would go through:

  1. Name the Company

    Decide on a business name and then perform a business name search on the Wyoming Secretary of State’s website. Once you’ve found an available name, you do not need to reserve the name. The business name will automatically belong to your business entity once the Wyoming Secretary of State has has activated your company’s filing.

  2. Hire a Wyoming Registered Agent

    Wyoming registered agents receive all official mail and service of process on behalf of your Wyoming company. You must maintain a Wyoming registered agent, which is what we do for $50 a year, to keep the Wyoming company in good standing. Registered agents are required by state law and must be located in Wyoming. If you don’t live in the US, you can’t meet these requirements so most foreigners hire registered agent services as a necessary expense. You could try to list a relative or friend as your registered agent if they live in Wyoming, but doing would give that person access to your personal business information and they would be responsible for legally accepting your official documents.

  3. File Articles of Incorporation or Articles of Organization

    The name of the formation document depends on which entity you are forming. Corporations file Articles of Incorporation. LLCs file Articles of Organization. You can file these documents online and form your Wyoming company instantly, or you can hire us and we’ll do it for you.

    Note: Many non-US citizens start corporations because it often is more inline with their own country’s rules and regulations. Also it is defaulted as a C corp for tax purposes. Corporations owned by foreign citizens are required to file as C corps when paying taxes to the IRS should income be gained from doing business the US.

  4. Obtain an EIN

    To do business and pay taxes in the U.S., your Wyoming company will need to obtain Employer Identification Number (EIN). After our state activates your Wyoming LLC or Wyoming corporation, you can apply for an EIN by filing Form SS-4 with the Internal Revenue Service (IRS) by mail or fax (Non-US citizens cannot apply online or by phone). This can be a hassle for foreign clients, so we recommend hiring us to get your EIN for an additional $50.

Differences between a Wyoming LLC and a Wyoming Corporation

Ownership of a Wyoming LLC is in the form of membership interests. The members are the owners of the Wyoming LLC.

If you form a Wyoming corporation, ownership is divided into shareholder stocks. Stock certificates do not need to be physically made (we will provide you with some if you hire us). Corporation shareholders elect the directors of the corporation. The directors elect the officers such as president, treasurer, and secretary of the corporation. Officers are the people who oversee the day-to-day operations of the business.

Maintenance

In order to keep your business entity active, you will need to file an annual report with the Wyoming Secretary of State every year. Annual reports cost $50 no matter if you’re a U.S. citizen or not. The annual reports are due each on the first day of the month in which your business was formed. If you don’t file your annual report, the secretary of state will administratively dissolve your business entity.

Opening a bank account

The question we get most often about Non-U.S. businesses is how to open a bank account. Opening a U.S. bank account is difficult if you are not here. Most people usually have to fly to the U.S. and walk into a bank to open an account. There are plenty of Wells Fargo banks in Wyoming, and they are a national bank, so we often recommend opening an account with them.

You may also have difficulty opening an account in your own country for a foreign business. If you country belongs to the Hague Convention, you will need an apostille (official certification) on our formation documents for verification purposes.

Paying US taxes as a Nonresident

Non-US citizens do have some restrictions at the federal level. Foreigners cannot be shareholders in an S corp. Non-US resident business owners are basically faced with the choice of being taxed in the US as a partnership (LLC) or as a C-corp.

If you form a corporation in Wyoming, your business is taxed like any other Wyoming corporation on all U.S.-sourced income. In accordance with US Treasury regulations, however, your Wyoming corporation will also be taxed on all foreign earnings, . When paying taxes, your corporation will likely file Form 1120.

Foreigners with a Wyoming LLC are only taxed in the US on income from US sources, which means that income from other countries won’t be taxed by the US. But non-U.S. owners of Wyoming LLCs are taxed initially on any US-sourced income at a rate of 30%. This 30% is paid to the IRS. These Wyoming LLCs will file US taxes on Form 1040-NR with the actual amount of tax due. If the amount due is less than the 30% initially taxed, the IRS will issue a refund in the amount overpaid. To ensure the LLC is paying the proper amount in tax the non-U.S. owned LLC must appoint a tax withholding agent to calculate the proper amount that must be paid in tax before the IRS will issue any refund. Because of this hassle, many foreigners just choose to form a corporation, unless they’re forming an LLC to do business strictly outside of the US, in which case they wouldn’t owe any tax to the IRS.

Why Non-U.S. Residents Hire Us to Form Their Companies

When you hire us to incorporate a company in Wyoming, you’ll get the best Wyoming incorporation service, which includes:

  • Wyoming Incorporation Expertise
    We work only with Wyoming filings, forming Wyoming corporations and LLCs everyday.
  • Privacy
    We respect your privacy and want others to as well. That’s why we allow our clients to use our address on incorporation filings to keep your home and personal information private.
  • Fast Filings
    We know the folks doing the filings at the Wyoming Secretary of State, and they know us. We also know the fastest ways to start your Wyoming company.
  • Online Accounts
    Every order comes with an online account where you can track all your Wyoming company documents. Any service of process, annual report, or any other documents we accept on your corporation’s behalf will be found online in your secure account.
  • Mail and Office Services
    If you need Wyoming mail forwarding or Wyoming virtual office service for your business, we’ve got you and all your business’ mailing needs covered. We scan mail daily, and our office is across the street from the post office, so you can count on fast and reliable service.