Wyoming Company Formation: Requirements, Tax & Annual Upkeep

A qualifying online filing shows as active as soon as it is submitted; mailed standard filings are reviewed in order of receipt within up to 15 business days. From 1 July 2026, eligible filings that cannot be completed online can be expedited for a fee: USD 1,400 for same-day priority review or USD 700 for next business day. The EIN and bank accounts are separate.

The annual license tax is paid with the annual report: USD 60 or 0.0002 × assets located in Wyoming, whichever is greater (not worldwide assets). Online filing adds a 2.4% payment fee, minimum USD 1. Registered-agent fees and federal filings are separate.

For venture capital or a future U.S. listing, a Delaware C corporation is the usual choice. For ecommerce and online services where annual upkeep matters, a Wyoming LLC is common: a USD 100 filing fee and a license tax from USD 60, compared with a USD 110 filing fee and a USD 400 annual tax (from the 2026 tax year) for a Delaware LLC. Both states require a registered agent at all times.

Wyoming has no corporate or personal income tax, but that does not remove federal tax: federal filings follow the tax classification, and sales and use tax depend on the actual business.

A U.S. LLC wholly owned by a foreign person and treated as a disregarded entity must attach Form 5472 to a pro forma Form 1120 when it has reportable related-party transactions, including owner contributions and distributions. For a calendar year it is usually due 15 April, extendable to 15 October with a timely Form 7004; it cannot be e-filed and goes to the IRS fax or mail channel. The initial penalty for failing to file is generally USD 25,000 per related party per tax year.

Members can be of any nationality. However, since 1 July 2025 Wyoming law treats ownership or control by a “foreign adversary” as a ground for administrative dissolution or revocation, using a federal list that includes China, with exceptions such as CFIUS approval. Whether a particular ownership or control structure is affected must be assessed by U.S. counsel under the rules in force; we flag this review before filing.

A late annual report is marked delinquent, and the Secretary of State can begin administrative dissolution, with a 60-day period to cure after formal notice; the notice governs the exact dates. Reinstatement is generally available within 2 years for USD 100, plus the missing reports and license taxes.