Forming an L3C in Wyoming

Effective as of July 1, 2010, the Wyoming Limited Liability Company Act, WYO. STAT. ANN. §§ 17-29-101 to -1105 (West 2010), authorizes the formation of L3Cs. Here is an outline of the steps you need to follow in order to form an L3C in Wyoming. The process is very similar to the one for forming an LLC. You should also read the general section on forming an L3C for information that is applicable in any state.

1. Choose a business name for the L3C and check for availability.

  • Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
  • Wyoming law requires an L3C name to contain the abbreviations "L3C," "l3c," "low profit ltd. liability company," "low profit ltd. Liability co." or "low profit limited liability co." Additionally, your business name may not be the same as, or deceptively similar to, that of any other Wyoming business entity or any foreign business entity registered in the state.
  • You may want to reserve a name to protect it prior to the organization of the company. You may reserve a name for 120 days by filing a simple, fill-in-the-blank form with the Secretary of State. The filing fee is $50.
  • Although you are not required to do so, consider registering your business name as a federal and/or state trademark.

2. Prepare and file articles of organization with the Secretary of State.

  • The filing fee is $100. The Secretary of State's website has a simple, fill-in-the-blank form for drafting your articles of organization. Consult an attorney to ensure that your articles of organization sufficiently demonstrate that the L3C will operate in accordance with the provisions of Regs. Sec. 53.4944-3(a). In addition, the articles you file must be accompanied by a written consent to appointment executed by the L3C's registered agent. For general information on articles of organization, see the section on forming an L3C and the Articles of Organization section of this Guide.
  • If you are converting an existing LLC to an L3C, you must file a simple, fill-in-the-blank form for drafting your amendment to articles. Be sure to correct the name of the LLC to one which includes the abbreviations "L3C," "l3c," "low profit ltd. liability company," "low profit ltd. Liability co." or "low profit limited liability co." In addition, consult an attorney to ensure that your articles of organization sufficiently demonstrate that the L3C will operate in accordance with the provisions of Regs. Sec. 53.4944-3(a). The correction to articles filing fee is $50.

3. Negotiate and execute an operating agreement.

  • Wyoming does not require an operating agreement in order to form an L3C, but executing one is highly advisable. Please see the section on forming an L3C in this Guide for details. The operating agreement does not need to be filed with the state.

4. File an annual report with the Business division.

  • An L3C needs to file an annual report during the month when it was formed or authorized to do business in Wyoming. The report may be filed online.

5. Obtain any required local licenses.

6. Determine what tax and other regulatory obligations the L3C has, and take care of any necessary registrations.

  • Consult with an attorney to ensure that the L3C is fulfilling its tax obligations and the necessary tax and registration paperwork is properly filed. For general information on the tax treatment of L3Cs, see the L3C section of this guide.

7. Open a bank account for your business.

  • It is a good idea to keep your business's finances separate from your personal accounts. You may want to do this early on by opening a bank account for your business.

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