Can I convert a corporation to an LLC in Wyoming?
Yes. Wyoming allows conversion by dissolving your corporation and forming a new LLC. Wyoming law does not provide direct statutory conversion; instead, you must file Articles of Dissolution (Wyo. Stat. §§ 17-29-701 to 17-29-708) with the Wyoming Secretary of State ($60 fee), then file Articles of Organization for the new LLC ($60 fee). Both filings are required to complete the conversion.
Step 1: Dissolve Your Corporation
Approve dissolution under your articles of incorporation or Wyoming corporate law. File Articles of Dissolution with the Wyoming Secretary of State and pay the $60 filing fee. Before filing, you must wind up all business activities, discharge all liabilities, and distribute remaining assets to shareholders according to your articles. File a final corporate tax return with the IRS and Wyoming Department of Revenue. Wyoming does not require a separate tax clearance certificate.
Step 2: Form Your New LLC
After dissolution is complete, file Articles of Organization with the Wyoming Secretary of State ($60 filing fee). Provide the LLC name, registered agent information, and principal office address. Establish an operating agreement governing member rights and management. Obtain an EIN from the IRS if the LLC will have employees or multiple members.
Important Considerations
Asset and Liability Transfer: Ensure all corporate debts are discharged during winding up. Assets transfer to the new LLC only after proper distribution. Review contracts, leases, and licenses—many require consent or re-execution under the new LLC entity.
Tax Implications: Consult a tax professional. The conversion may trigger corporate-level taxation or changes to your business structure's tax treatment. Wyoming has no corporate income tax, but federal implications apply.
Timeline: There is no statutory deadline to complete the conversion after dissolution approval, but delay increases administrative risk and may affect business continuity.
Filing Instructions
File online at https://wyobiz.wyo.gov/Business/Default.aspx or contact:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
(307) 777-7311
Consult a Wyoming business attorney to ensure proper winding up, liability protection, and compliance with your corporation's articles and bylaws.
This is general information, not legal advice.