Which State Should You File Your LLC or C-Corp in?

• Forming An LLC Or Corporation In WYOMING
• Forming An LLC Or Corporation In DELAWARE
• Forming a Company Where You Do The Most Business
  (A.K.A. The “Doing Business” State)
• WYOMING HOLDING COMPANY TO THE RESCUE
  (A.K.A. Anonymity Planning OR How to Avoid Exposing Your COMPANY to POTENTIAL Creditors)
• How Triple B World Can Help You?

Forming an LLC or Corporation in Wyoming 

While Delaware is often associated with LLCs, it is important to note that Wyoming was actually the birthplace of this business entity. In the late 1970s, the Wyoming legislature introduced the LLC, which quickly gained popularity and revolutionized the way businesses operate in the United States. The LLC was officially established in Wyoming in 1977. It is important for businesses to be aware of the various states that offer LLCs as a business structure and to carefully consider the benefits and drawbacks of each state when making a decision about where to incorporate.

Wyoming does not have an individual income tax. Wyoming also does not have a corporate income tax.

Wyoming does not tax out-of-state income, which means that even if the majority of your business is conducted elsewhere, it won’t be taxed by the state.

To entice LLCs and Corporations, the filing fees and franchise taxes are low in comparison to other states.

When you form an LLC or a Corporation in Wyoming, there is no business income tax or franchise tax to pay.

Wyoming also offers lifetime proxy, which means you can appoint someone else as a nominee to represent your stock or shares and vote on your behalf. This allows the legal owner of the shares or stock to remain completely anonymous.

Wyoming is the best State in the USA for Owner and Shareholder Privacy! Wyoming allows you to form your company privately.

Wyoming offers a business structure called the “Statutory Close Company Supplement” (also known as the “Close LLC” for Limited Liability Companies or the Close Corporation for corporations) for businesses with a limited number of shareholders. This option is available to Wyoming LLCs and corporations with 35 or fewer shareholders and may be appealing to family-owned businesses or small business partnerships. Statutory close companies have fewer regulations and can operate in a more informal manner similar to a partnership. This structure is often chosen by entrepreneurs and founders in Wyoming due to its flexibility and simplicity. The Statutory Close Company Supplement allows small companies to bypass some traditional corporate formalities, such as electing a board of directors or holding annual meetings.

For international, non-US entrepreneurs and founders, forming a Wyoming LLC or C-Corporation may be a cost-effective and convenient option. The process of forming and maintaining a business in Wyoming is typically less expensive than in Delaware and requires minimal annual filing requirements. This simplicity may be attractive for businesses seeking to minimize their costs and administrative burden.

While it is true that we are a Wyoming C-Corporation, it is important to note that there are several valid reasons why forming a business in Wyoming may be a desirable option for most small businesses. These may include the cost-effective and straightforward process of forming and maintaining a business in the state, as well as the favorable business environment and legal protections offered by Wyoming.

It is important for businesses to carefully consider their specific needs and goals and consult with legal and financial professionals before making a decision about the appropriate state of incorporation.

Forming an LLC or Corporation in Delaware 

Delaware is the most popular choice for forming an LLC or Corporation outside of your home state. It has a reputation for being business-friendly, leading many people to decide to form an LLC or Corporation in Delaware. 

Delaware doesn’t tax out-of-state income, so if most of your business is conducted elsewhere, it won’t be taxed by the state. However, if you conduct business in Delaware, you’ll face a Corporate Income Tax and must file a Corporate Income Tax Return with the state.

Another important factor is that Delaware has a separate court, called the Chancery Court, that only hears business cases. Because of this, cases involving businesses are resolved more quickly than they would be in other states where they’re thrown on the docket with all other types of cases. The Court of Chancery quickly and very easily will settle the internal disputes of a company, among shareholders, officers and directors. The judges are experienced in business matters as well, whereas judges in other states may have little or no background in this area of law before taking the bench.

The Chancery Court makes Delaware appealing to institutional investors, especially since they will typically have a team of attorneys who are based in Delaware.

So, if your company is going to be seeking to raise capital from private equity or institutional investors in the near future then Delaware may likely be the right place for you to form your new business.

Wyoming Holding Company to the Rescue
(a.k.a. Anonymity Planning or How to Avoid Exposing Your Company to Potential Creditors)

Wyoming Holding Company and Setting Up Structures

A holding company provides benefits which are impossible to provide via a single business entity. Holding companies are created the same way other companies are, and may be either LLCs or Corporations. Instead of engaging in operations, they merely own and control other companies and assets.

Forming a Wyoming Holding Company(s) can offer many benefits including providing anonymity where possible, isolating liabilities and minimizing taxes when feasible. The Wyoming Holding Company can engage in operations via multiple business entities (subsidiaries or sister companies) when needed which is also called Setting Up Structures. Assets may also be loaned or leased to third parties.

In more simple terms, Setting Up Structures means using an entity that’s been setup in Wyoming to hold all of your other business interests where you are engaging in passive activities.

This advanced business model, also known as Setting Up Structures, requires some effort to setup but the resulting benefits more than pay for themselves.

Anonymity Planning

While it is generally more advantageous to form your LLC or Corporation in your home state, there may be situations in which the lack of privacy and anonymity offered by your home state presents a concern. If the public disclosure of information regarding business owners, members, shareholders, and directors is a concern, it may be necessary to consider alternative options that offer greater privacy protections. Wyoming Holding Company can be real and beneficial business tool part of the Anonymity Planning thanks to the strict privacy laws of Wyoming.

Anonymity Planning is a business strategy that allows you to protect the privacy of your business affairs with all the other benefits of Holding Companies. Setting Up Structures by creating Holding Companies is a major part of Anonymity Planning.

Anonymity Planning involves the strategic creation of business structures, such as forming an LLC (The Wyoming Holding Company) in Wyoming and then establishing another LLC or corporation (The Operating Company) in your home state. The Wyoming Holding Company that you first formed will become the shareholder or member of your other LLC or Corporation in your home state.

Who Uses Holding Companies and Anonymity Planning?

• Real Estate Investors: Owning and renting real estate is inherently risky. Separating property management from the real estate can prevent catastrophic losses from slip and fall and other frivolous lawsuits. Follow our link to learn more about real estate holding companies.
• E-Commerce: Opening subsidiaries for different product lines not only isolates risk, but makes it easier to sell product lines individually.
• Families: One holding company makes it easier to manage disparate interests in other companies and assets. It also allows for the filing of a consolidated return.
• Estate Planning: Rather than the effort of an estate plan, some choose to pass assets on via an LLC. While we always recommend an estate plan, generally using a trust, we know some clients do view this as a more affordable option.
• Other Risky Industries: Any industry with risky but valuable assets. Those assets should be owned by one company and operated by another. See our examples below for more details.

While LLCs and Corporations may both be used for a Wyoming Holding Company, we recommend Wyoming Anonymous LLC for a Holding Company.

Forming a Wyoming Holding Company as a Wyoming LLC or a Wyoming Corporation is no different than forming the same type Wyoming business entity and you can hire us to form the business entity for you.

Anonymity Planning by Setting Up Structures requires careful planning and execution by a Professional Business Attorney. This advanced business model is tailored to meet the specific needs and circumstances of your business. While implementing Anonymity Planning may involve additional costs, such as the formation of multiple companies in different states and the involvement of a Professional Business Attorney, it is worth considering if maintaining anonymity is a priority for your business.

You may hire us to form a Wyoming Holding Company for you but we strongly advise against trying to implement Anonymity Planning by setting up structures without the involvement of a Professional on your own, as one small mistake may render the business model useless and can be costly as a result.

For more information on Anonymity Planning, please feel free to contact us or click the button below.

where to form my new business?

Selecting the appropriate location for a new business is a critical decision that involves considering various factors such as affordability, accessibility, and competition. While it is important to move quickly and begin generating revenue, it is also essential to carefully consider the long-term implications of the business location. The chosen location can significantly impact nearly every aspect of the business, including finances, and it is important to ensure that the location is suitable for the long-term success of the business.

As mentioned previously, many eCommerce start-ups opt to form their company in Wyoming, often as a C-Corp or Close C-Corp. On the other hand, well-established eCommerce businesses with a global presence that are seeking investment partners or considering an IPO may choose to form a Delaware C-Corp.

It is important for businesses to carefully consider their specific needs and goals and consult with legal and financial professionals before making a decision about the appropriate state of incorporation.