Wyoming at a glance
Partnership law
RUPA (revised)
LLC default split
Equal per-capita
Operating agreement
Not required
Community property
No
Formation cost
$100
Annual cost
$60 annual report fee (or $60 minimum based on assets)
Wyoming is the birthplace of the LLC, having created the entity type in 1977. The state has no income tax and offers strong asset protection, including charging order protection for single-member LLCs, which most states do not provide. Wyoming is one of the most popular states for LLC formation due to its low costs, strong protections, and business-friendly laws. The state also offers privacy protections by not requiring public disclosure of member information.
Default partnership rules in Wyoming
Wyoming adopted RUPA, treating partnerships as separate entities with equal profit sharing by default. Partners have equal management rights and owe fiduciary duties. Wyoming's lack of income tax makes it attractive for pass-through entities like partnerships.
The most important takeaway: profits are split equally by default in Wyoming, regardless of capital contributions. If you and a partner start a business and one of you invests $100,000 while the other invests $5,000, you still split profits 50/50 without a written agreement. This is true in every US state, including Wyoming.
LLC defaults in Wyoming
Wyoming follows RULLCA, defaulting to equal per-capita distributions among members regardless of capital contributions. An operating agreement is not required. Wyoming is notable for providing charging order protection for single-member LLCs, which most states do not offer. This means creditors of the LLC member cannot seize the membership interest or force distributions, even in a single-member LLC. The annual report fee is $60 (or based on Wyoming assets, whichever is greater). Wyoming has no state income tax.
Because Wyoming follows RULLCA with equal per-capita defaults, LLC members should pay special attention to their operating agreement. Without one, a member who contributed 90% of the capital gets the same share of profits as a member who contributed 10%. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in Wyoming
Under Wyoming's RUPA, a partner's departure does not dissolve the partnership. The partnership continues, and the departing partner is entitled to a buyout at fair value. Wyoming's strong asset protection laws make it attractive for businesses concerned about creditor claims.
A written partnership agreement should still address departure terms specifically, including how the buyout value is calculated, the payment timeline, and any non-compete provisions. While RUPA provides a default framework, the details of a buyout can still lead to disputes if not spelled out in advance. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in Wyoming
Wyoming is an equitable distribution state. Business interests acquired during the marriage are divided equitably in a divorce. Wyoming courts consider all relevant factors in making a fair distribution. The state does not have community property rules, so there is no automatic 50/50 split of marital assets.
Even though Wyoming is not a community property state, marriage can still affect your business equity. In equitable distribution states, courts divide marital property based on what is fair, which may include business interests acquired or grown during the marriage. A clear equity agreement and proper documentation of ownership can help protect your business in the event of a divorce.
Formation and cost considerations in Wyoming
| Formation cost | $100 |
| Annual/recurring cost | $60 annual report fee (or $60 minimum based on assets) |
| State income tax | No |
| Partnership law | RUPA (revised) — partnership continues after departure |
| LLC default distributions | Equal per-capita (RULLCA) — all members get equal share |
| Operating agreement | Not required (strongly recommended) |
Frequently asked questions
Why is Wyoming so popular for LLC formation?
Wyoming created the LLC in 1977 and remains one of the most popular formation states. It offers no state income tax, low fees ($100 formation, $60/year), strong asset protection (including charging order protection for single-member LLCs), and privacy protections. Many businesses formed elsewhere are now moving to Wyoming for these advantages.
What is charging order protection for single-member LLCs?
Wyoming is one of the few states that extends charging order protection to single-member LLCs. This means a creditor of the LLC's sole member cannot seize the membership interest or force the LLC to make distributions. Instead, the creditor can only obtain a charging order, which gives them the right to receive distributions if and when they are made. This provides strong asset protection.
How much does a Wyoming LLC cost?
Wyoming LLC formation costs $100, and the annual report fee is $60 (or based on Wyoming assets, whichever is greater). There is no state income tax. Total first-year costs are just $160 before legal fees.
What is the default LLC profit split in Wyoming?
Wyoming follows RULLCA, defaulting to equal per-capita distributions. All members get the same share regardless of capital contributions unless an operating agreement says otherwise.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 50 states: partnership and LLC default rules
Partnership laws in neighboring states
Disclaimer: This page provides general information about Wyoming partnership and LLC default rules and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and annual fees listed are approximate and may vary. Consult a qualified attorney licensed in Wyoming for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
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