Due to recent changes in Nevada law, particularly increases to annual fees and increased enforcement of business license requirements, many LLCs have been relocating to Wyoming. This guide provides a summary of the steps to do so.
What are the advantages to moving an LLC from Nevada to Wyoming?
The main reason that Nevada LLCs change their state of organization to Wyoming relates to the increase in annual costs associated with being organized in Nevada. Nevada requires an annual filing of an Annual List of members or managers which costs a minimum of $125 (the fee associated with the Annual List is based on value of authorized stock, and can reach a maximum of $11,100 for larger companies), and an additional $75 if made late. In addition, Nevada imposes an annual fee relating to a Business License required for most LLCs. As of 2009, the annual fee has increased to $200, with a $100 fee for late payment. It should be noted that prior to 2011 it was easy to claim an exemption from the Business License fee requirement, however, Nevada has recently closed this loophole and stepped up its enforcement efforts, making this cost much more difficult to avoid. As such, the total annual fees for LLCs in Nevada are a minimum of $325, much more than the typical fee of $25 that Wyoming charges each year. There are a number of other subtle reasons to redomicile your Nevada LLC to Wyoming, however, taxes should not be one of them, as both Nevada and Wyoming are states which do not impose income taxes. Please note that if your LLC is considered to be "doing business" in the State of Nevada, the tax consequences of redomiciling your LLC could have additional expenses, and may not be desirable. Please consult with a tax professional prior to redomiciling your LLC from Nevada to Wyoming.
STEP ONE: Obtain a Certificate of Good Standing
The first step in redomiciling your Nevada LLC to Wyoming, is obtaining a Certificate of Good Standing from Nevada. This can be accomplished fairly easily in Nevada, as you can obtain a Certificate of Good Standing instantly, via the Nevada online services website (link below). Obviously, your LLC needs to be in good standing to obtain a Certificate of Good Standing, so please ensure that your LLC is in good standing prior to submitting your request. The cost for a Certificate of Good Standing is currently $50.
STEP TWO: Obtain certified Articles of Organization
The second step in the process is to request and obtain a certified copy of your LLC's Articles of Organization from the State of Nevada. To request certified Articles of Organization, you will need to complete and submit an Copies Order Form, which you can obtain from the Nevada online services website (link below). This step involves following the instructions accompanying the Copies Order Form, and then submitting it, preferably by fax, as its the quickest method. This step will take the State of Nevada approximately 1 - 2 weeks if you choose not to order expedited services, or 24 hours if you choose to pay the expedited fees. Regular service fees are $30, with 24 expedited service costing an additional $125 (with more expensive, quicker options available as well).
STEP THREE: Draft Articles of Dissolution (do not file)
The third step to redomicile your LLC involves drafting Nevada Articles of Dissolution. Note that these Articles of Dissolution will accompany your filing in STEP FIVE below, but they will not be filed with the State of Nevada until later, in STEP SIX. You can obtain form Nevada Articles of Dissolution on the Nevada online services website (link below). The process of drafting form Articles of Dissolution is quite easy, and their accompanying instructions are quite thorough. Since there will be no filing in this step, there is no associated cost.
STEP FOUR: Draft a written consent to approve the redomicile to Nevada
In this step, you must draft a written consent approving the redomicile of the LLC from Nevada to Wyoming. The written consent can be very brief, and must only state that the LLC intends to change its state of organization from Nevada to Wyoming. If you need help, you can find form Nevada written consents online with a simple Google search, but the important part is only that a sufficient number of your managers or members, depending on your LLC's current operating agreement, have signed the written consent. The written consent will accompany your filing below in STEP FIVE.
STEP FIVE: Draft and file Articles of Continuance
This is the first, and only step which actually involves the State of Wyoming. First you must obtain form Wyoming Articles of Continuance, which may be obtained from the Wyoming Secretary of State website (link below). The form Articles of Continuance are very easy to complete, and come with informative instructions should you need guidance. The form Articles of Continuance come with a checklist - make sure that you include each of the documents indicated on this checklist. These documents include the documents and filings prepared above in STEP ONE through STEP FOUR. Note that you must include the original, signed Articles of Continuance, and also one photocopied version with the documents that are to be filed with the State of Wyoming. The filing fee for this step is $100.
STEP SIX: File Articles of Dissolution
The final step in the process is to file the Articles of Dissolution that you prepared in STEP THREE with the Nevada Secretary of State, thereby ending your LLC's relationship with the State of Nevada. It is important to wait until you get confirmation from the State of Wyoming that your Articles of Continuance from above in STEP FIVE have been accepted. Once you receive such confirmation, using the instructions accompanying the Nevada Articles of Dissolution, file your Articles of Dissolution with the Nevada Secretary of State. The filing fee associated with this step is $100. After completion of this final step, your Nevada LLC has now been successfully redomiciled, and is now officially a Wyoming LLC.
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