Wyoming Limited Liability Partnership
The Wyoming Limited Liability Partnership (LLP) was created specifically for professional businesses like attorneys and architects who had previously organized businesses as general partnerships. The added benefit of the Wyoming LLP is the that each partner is equipped with liability protections that protect the individual partners from business liabilities. The LLP also insulates each partner from the potential bad actions of the other partners’ activities.
Note: Wyoming LLPs are often officially referred to as Registered Limited Liability Partnerships (RLLPs). The “registered” signifier is simply a formality and it doesn’t change the basic functioning of the LLP
Differences Between Wyoming LLPs and LLCs
Although the Wyoming Limited Partnership shares the same name ending, the Wyoming LLP is in many ways a closer relative to the Wyoming LLC. Both the LLC and LLP are used primarily as vehicles for doing business, as the Wyoming LP tends to be used more for investment and estate planning ventures. The Wyoming LLP and LLC protect all the members and partners from business liabilities and both entities are, by default, taxed as pass-through entities. So what are the differences between the two entities? Find out below:
- Limited Liability Partners
One of the biggest differences between the Wyoming LLP and LLC is the difference between the how the members and partners function. In an LLP, the partners can essentially act as independent contractors working beneath the same umbrella. The LLP not only grants protections to the partners from the business’ liabilities, but also from the other partners. If an LLP’s partner receives a judgement from the court and owes a creditor, the LLP doesn’t owe the creditor, and the creditor has no access to partnership rights. LLP partners are also equally able to bind the partnership into contracts without a majority vote. An LLC could have similar roles and rights assigned to its members in its operating agreement, but the LLC works towards a singular purpose as a company, where as an LLP is made up of many partners pursuing individual efforts under the same banner. That’s why the LLP is often a good fit for professionals like architects and attorneys, as they’re often working as individuals with their own clients.
- Taxation Flexibility
The Wyoming LLP will always be taxed as a partnership. Unless arranged otherwise in the partnership agreement, the LLP partners will split the profits according to ownership interests of each partner. An LLC on the other hand can be taxed in multiple ways. The LLC can elect to be taxed as corporation if it chooses. This allows for multiple profit structures depending upon the needs of the business and the members.
- Case Law
Wyoming is the American home of the Limited Liability Company. Our statutes for limited liability protections in an LLC are some of the toughest in the nation and we have an extensive amount of case law surrounding LLCs. While there is certainly some to back up LLPs, to this point, history is on the side of the LLC.
Why Form a Wyoming LLP?
Wyoming LLPs are generally best suited for professional businesses like attorneys where individual partners have their own clients and contribute towards the main business as arranged by the partnership agreement.
In the United Kingdom and in India, the LLP is used more often as there are some possible tax benefits. In the US, however, the LLP tends to be restricted to law firms and other professional organizations.
How to Form a Wyoming LLP
We do not currently offer Wyoming LLP formation, but you can follow our LLP formation guide below, and if you want to keep your name off state documents (plus get access to all the extras we offer), you can hire Best Wyoming to serve as your Wyoming registered agent! For just $50 a year, which is less than a monthly fancy cup of coffee, we’ll help your business evade the prying eyes of junk mailers and scammers by letting you use our information on all of your state paperwork. We’ll also forward up to 5 mail documents a year, totally free. Need more? We offer enhanced mail solutions and a virtual office package that allows your LLP to be professional without the price tag.
Follow the steps below to form your Wyoming LLP:
Steps to Wyoming LLP Formation
- Fill out the Wyoming Limited Liability Partnership Statement of Registration
Wyoming doesn’t have online filings for LLPs, so you must complete the on the Wyoming Secretary of State’s website paper form. It’ll take at least three days for the filing to be completed. The Statement of Registration is the form you file with the Wyoming Secretary of State to form a Wyoming LLP. You will be required to include the following information:
- Name of the LLP
You’ll need to do a business name search in the secretary of state’s database to find an available business name. The name must end with “registered limited liability partnership”, “limited liability partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP” or “LLP”.
- Registered Agent
A Wyoming registered agent receives official mail and service of process on behalf of an LP in Wyoming. The registered agent must have a physical address in Wyoming where they can physically receive a legal document (P.O. boxes and virtual offices are unacceptable) during normal business hours. We offer registered agent service for $50 a year, and if you hire us, we’ll provide filing tips and all the forms you need to start a Wyoming LP.
- Mailing address and Principal office address
You can list two different addresses, if desired. The mailing address is where you’d like to receive mail, the principal address is where the business operates. If you hire us for registered agent service, you can use our address in both boxes if you’d like.
- Name and Business Address of Each General Partner
Name and business address of each general partner. The limited partners remain anonymous.
- The Type of Business the Partnership Engages In:
Simply name the industry in which the LLP operates.
- Signature of At Least One Partner
Signature must be signed in black ink. If you’ve hired us to form your Wyoming limited partnership, we’ll email you the form for you to sign after we’ve completed it. You can either sign and mail it to the secretary of state, or send it back to us and we’ll mail it for you.
- Name of the LLP
- Complete Consent to Appointment by Registered Agent
The registered agent must sign the consent form. The signature must be an original. Attach the consent form as an addendum to your certificate.If you’re forming your own LP and hire us as your Wyoming registered agent, you can call us and request a paper consent form, which we will send you by mail.
- Submit the Certificate of Limited Liability Partnership
You can file your articles with the Wyoming Secretary of State through the mail or by walking them in. The articles cost $100 to file. Once the secretary of state has received Wyoming LLP’s formation documents, it may take up to two weeks until you receive confirmation. Once you receive the confirmation from the secretary of state, your Wyoming LLP will be active.
Wyoming Registered Agent Service, Business Address & Mail Forwarding for $50 a year!
All Wyoming businesses registered with the state, with the exception of sole proprietorships and general partnerships, must have a Wyoming registered agent. That’s where we come in. Yes, you can go it alone and act as your own registerd agent, or you can hire some fly-by-night unprofessional registered agent service. But if you’re looking for the best service at a fair price, Best Wyoming Registered Agent is just what the doctor ordered.
For just $50 a year we are committed to providing the best registered agent service in Wyoming. So while we can’t form your LLP outright, we can be your registered agent, and that means you’ll have access to all the documents you need to successfully form your Wyoming LLP. Plus, if you get stuck on anything, just simply call or email during business hours and our business formation experts will help walk you through the process. Plus, when you hire us as your Wyoming registered agent, you’ll get:
- Use of our address on all state forms to keep your personal information private
- Complimentary mail forwarding with up to 5 documents a year at no extra charge
- Annual report reminders
- Digital scans within minutes of receiving a document for your Wyoming LLP
- Everything you need to open a bank account
- Access to every Wyoming form your company might need to file in your online account