Setting Up a Business Partnership in Wyoming

Determine which type of partnership structure best suits your business needs. Wyoming recognizes general partnerships, limited partnerships (LP), and limited liability partnerships (LLP). Each has different liability protections and tax implications. General partnerships offer no liability protection but are simple to form. LPs protect limited partners from liability but require at least one general partner with unlimited liability. LLPs offer liability protection for all partners while maintaining partnership taxation.

Select a name for your partnership that complies with Wyoming naming requirements. The name must be distinguishable from other business entities registered with the Wyoming Secretary of State. For LPs and LLPs, the name must include 'Limited Partnership,' 'LP,' 'Limited Liability Partnership,' or 'LLP' as applicable. Conduct a name search on the Wyoming Secretary of State website to ensure availability.

Create a comprehensive partnership agreement that outlines the rights and responsibilities of all partners, profit and loss allocation, management structure, decision-making processes, dispute resolution procedures, and dissolution terms. While not legally required in Wyoming for general partnerships, a written agreement is strongly recommended to prevent future disputes and establish clear operating procedures. For LPs and LLPs, operating agreements are essential to document the specific roles and protections of different partner classes.

Create a document detailing each partner's initial and ongoing capital contributions to the partnership. Specify the amount, form (cash, property, services), valuation method for non-cash contributions, timing of contributions, and how capital accounts will be maintained. Include provisions for additional capital calls if needed and consequences for failure to make required contributions.

For LPs and LLPs, file a Certificate of Limited Partnership or Statement of Registration for LLP with the Wyoming Secretary of State. General partnerships are not required to file formation documents in Wyoming but may file a Statement of Partnership Authority. The filing fee is $100 for LPs and LLPs. Forms can be found on the Wyoming Secretary of State website. General partnerships may operate without formal registration but should consider filing a Statement of Partnership Authority to establish public record of the partnership's existence and partners' authority.

Apply for an EIN from the Internal Revenue Service (IRS), even if you don't have employees. Partnerships are required to have an EIN for tax filing purposes. Apply online through the IRS website for immediate issuance. You'll need this number to open business bank accounts, file partnership tax returns, and handle payroll if you have employees.

If operating under a name different from the legal partnership name or partners' surnames, file a Fictitious Business Name Statement (also called a DBA - 'Doing Business As') with the county clerk in each county where you conduct business. Publication requirements vary by county, so check with your local county clerk for specific requirements.

Open a separate business bank account for the partnership using your EIN and partnership documentation. Prepare a Business Bank Account Resolution authorizing specific partners to conduct banking activities. Maintaining separate business finances is crucial for proper accounting, tax compliance, and preserving any liability protection offered by your partnership structure.

Research and obtain all necessary business licenses and permits at the state and local levels. Wyoming does not have a general state business license, but specific industries require state licenses. Check with your local city or county government for local business license requirements. Complete and submit the Business License Application for your specific locality.

If your partnership will sell tangible personal property or certain services, register for a Wyoming Sales Tax License with the Wyoming Department of Revenue. Wyoming has a 4% state sales tax, and localities can add up to an additional 2%. Complete the Sales Tax Permit Application online through the Wyoming Department of Revenue website.

Create a buy-sell agreement that establishes procedures for handling partner departures, deaths, disabilities, or disputes. This agreement should outline how partnership interests will be valued, who can purchase departing partners' interests, payment terms, and funding mechanisms (such as life insurance). This document is crucial for business continuity planning and preventing potential deadlocks or forced liquidations.

Document day-to-day operational procedures, including financial management, record-keeping requirements, meeting schedules, reporting processes, and partner responsibilities. Wyoming partnerships must maintain certain records, including partnership agreements, financial statements, tax returns, and partner information. Establish procedures for regular partner meetings and decision documentation.

If hiring employees, register with the Wyoming Department of Workforce Services for unemployment insurance. Wyoming employers must register within 30 days of hiring their first employee. Additionally, obtain workers' compensation insurance through a private carrier, as Wyoming does not provide a state fund option.

Set up procedures for ongoing tax compliance. Partnerships in Wyoming must file an annual federal partnership tax return (Form 1065) and issue Schedule K-1 forms to partners. Wyoming has no state income tax, but you may need to file returns in other states where you conduct business. Establish a system for tracking quarterly estimated tax payments that partners may need to make individually.

Establish a system for annual compliance reviews to ensure ongoing adherence to Wyoming requirements. For LPs and LLPs, an annual report must be filed with the Wyoming Secretary of State by the first day of the anniversary month of formation, with a $50 filing fee. Review business licenses, permits, and insurance policies annually to ensure they remain current.