Business formation paperwork on a desk, Wyoming Series LLC (W.S. 17-29-211)

Wyoming Series LLC (W.S. 17-29-211): $10 per Series, Separate Records and What the Articles Must Say

A Wyoming series LLC lets one limited liability company create one or more internal series, each with its own assets and its own members or managers. Wyoming's series statute is W.S. 17-29-211, and the Secretary of State's filing rules in Chapter 5 (effective August 9, 2021) govern the paperwork. The structure is useful for some owners and unnecessary for others, and it only works if the steps below are followed exactly.

This guide is informational only. It is not legal or tax advice. Whether a series structure fits your situation depends on your assets, your lenders, and the states where you do business. Talk to a Wyoming-licensed attorney and a CPA before you form one.

How the Liability Limit Works

Under W.S. 17-29-211, a debt of a series can be enforced only against that series' assets, not the assets of the LLC or of other series. That protection is not automatic. It applies only when all three of the following conditions are met:

  1. Separate records. You must keep records of each series' assets separately.
  2. The operating agreement says so. The operating agreement must provide for the series and their separate treatment.
  3. Notice in the Articles. The Articles of Organization must carry notice of the limitation.

If any one of the three is missing, do not assume the series is walled off. Creditors and courts will look at whether the paperwork and the actual practice match the statute.

A series can contract, hold title to property, grant liens and sue. No series may act as a financial institution or insurer. Those limits matter if you plan to use a series for lending, insurance-like activity, or holding customer funds.

Separate Records: The Part Most Owners Miss

The records requirement is the condition that fails most often in practice. Each series needs its own record of the assets it holds, and the records should show which series owns each asset. In practical terms, that usually means:

  • A separate ledger or accounting class for each series
  • Asset records (titles, deeds, equipment lists, account statements) tied to the correct series
  • Contracts signed in the name of the specific series, not the LLC generally
  • Separate bank accounts where practical, since shared accounts make it hard to show which series owns which funds

Keep these records current. Reconstructing them after a dispute is much harder and less convincing.

What the Articles Must Say

The Articles of Organization carry most of the series disclosure. Here is what they need to cover:

  • The series election. A domestic LLC elects either "series" or "series and close" when it forms. Choose the option on the Articles form that matches your plan. The Business Division at 307-777-7311 can explain the difference between the two before you file.
  • Notice of the limitation. The Articles must give notice that the series liability limitation applies. Have counsel confirm the wording against the Secretary of State's form instructions.
  • Disclosure of each series. Each series you designate must be disclosed to the Secretary of State in the Articles or in an amendment, within 30 days.

The Articles filing fee for an LLC is $100. Each series adds a $10 fee, covered in the fee table below.

Naming Your Series

Series names follow a set pattern. The two accepted forms are:

  • LLC Name Series 1
  • LLC Name - Descriptor - Series 1

Use a number on every series and never reuse a number. If Series 2 is terminated, the next series is Series 3, even if Series 2 was the only one that ever held property. Consistent numbering makes the public record easier to follow and supports the separateness argument.

The LLC name itself must include "Limited Liability Company" or an accepted abbreviation such as "LLC" or "L.L.C." under W.S. 17-29-108. Confirm the name is available and distinguishable on the WyoBiz filing search before you register it.

Fees at a Glance

Item Fee Notes
Articles of Organization (LLC filing fee) $100 Base fee for forming the LLC
Each series designated or established $10 Charged under W.S. 17-29-211(o) each time a series is created, even if the net number of series does not change
Foreign series LLC certificate of authority $150 Must state that the LLC is a series LLC
Certificate of good standing, per named series $10 Available for each series separately
Annual report (annual license tax) $60 minimum Filed by the LLC. The license tax is $60, or $.0002 of Wyoming assets if that amount is greater
LLC name reservation $60 Paper form only, reserves the name for 120 days

The $10 per-series fee is charged every time a series is created. If you terminate one series and create a replacement in the same year, expect to pay $10 for the new series even though the total count did not change.

Annual Report and Ongoing Charges

The annual report and license tax are filed by the LLC itself under W.S. 17-29-209, not by each series. The annual report is due on the first day of the anniversary month of formation every year. It may be filed up to 120 days before that date. If it is not paid within 60 days of the due date, the entity is subject to administrative dissolution.

The Secretary of State's fee schedule does not list a separate annual charge for each series. Do not budget on that assumption alone. Check with the Business Division at 307-777-7311 to confirm whether any per-series charge applies in your year.

The Registered Agent Keeps the Series List

One registered agent serves the LLC and all of its series. That agent must keep a list of every series and the members and managers of each series, by name. This makes the registered agent part of your recordkeeping system, so choose one that will maintain the list accurately over time.

The registered agent must have a physical street address in Wyoming, including any suite number. A drop box is not acceptable. A PO box is accepted only in addition to a physical address. A commercial registered agent pays a $50 annual registration. Appointing a new agent and office costs $5.

Terminating a Series

When a series ends, disclose the termination to the Secretary of State within 30 days. Keep the series' records after termination, because creditors with claims from the active period may still need to see them. The number assigned to that series is retired and is not reused.

What the Statute Does Not Settle

Several questions a series owner will ask are outside what Wyoming's statute can answer for you:

  • Other states and courts. Do not assume another state or court will respect the series wall. If you own property, hire employees, or do business outside Wyoming, ask an attorney in each state how the series will be treated there.
  • Tax treatment. Federal and state tax treatment of a series is a question for a CPA. Do not rely on any general statement about it, including this one.
  • Lenders and title companies. Whether a lender or title company will accept series-level liability limits is their decision. Ask before you close a loan or transfer real property into a series.

The same caution applies to asset protection planning, privacy questions, and foreign qualification. Each raises issues that depend on your facts, so resolve them with qualified professionals before you rely on a series.

Step-by-Step Checklist

  1. Confirm the LLC name. Check availability on the WyoBiz filing search. If you need time, reserve the name on the paper form for $60.
  2. Decide how many series you need and their names, using the numbered pattern.
  3. Draft the operating agreement so it provides for the series and their separate treatment.
  4. File the Articles of Organization with the series election, the notice of limitation, and each initial series. Budget $100 plus $10 per series.
  5. Appoint a registered agent with a Wyoming physical address, and have the agent keep the series and member or manager list.
  6. Set up separate records for each series' assets, and separate bank accounts where practical.
  7. Disclose any later series or terminations to the Secretary of State within 30 days.
  8. Calendar the annual report for the first day of the anniversary month, with the $60 minimum license tax.
  9. Check local and sales tax requirements. Wyoming has no general state business license. Check with the city clerk where you operate for any city license your activity needs. If you make taxable sales, you need a sales and use tax license from the Department of Revenue, which carries a $60 non-refundable application fee.

Official Resources

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