How to Change a Business to an LLC in Wyoming
- 1). Select a registered agent to receive official communications for the LLC like government notices, legal complaints, and other legal notices. The registered agent need not be an owner or officer of the LLC, but must reside in Wyoming.
- 2). Choose a name for the LLC. The name must include the words "limited liability company", "limited company" or "LLC". An online name availability search is available at the website of the Wyoming Secretary of State.
- 3). Decide on the duration and purpose of the LLC. The LLC's duration will be 30 years if the Articles of Organization do not state otherwise. It is acceptable to state that the LLC is organized for "any lawful purpose."
- 4). Determine the amount of capital that will be invested in the LLC, the identities of the owners, and the ownership percentage of each owner. Unless stated otherwise in the Articles of Organization, the ownership percentage of each owner will be in proportion to the percentage of capital contributed by that member.
- 5). Download and complete the LLC's Articles of Organization from the Wyoming Secretary of State's website. You will need to state the LLC's duration and purpose, the name and address of the registered agent, the LLC's legal address, the LLC's principal office address, the total amount of capital contributed and the ownership percentages of each owner, and 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.
Include a check or money order for $100. - 7). Complete a Business Purchase and Sale Agreement in which you sell all of the assets of your business to the LLC. The sale of business assets is treated the same as the sale of any other assets, with certain exceptions. Corporations must obtain a shareholders resolution in order to transfer business assets, and partnerships must obtain the consent of every partner. Assets of sole proprietorships may be sold in the name of the individual sole proprietor. The buyer should be named as the LLC, not an individual member--even in the case of a one-member LLC.
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