Forming a Wyoming LLC is a popular choice for foreign founders. Wyoming offers low costs, strong privacy protections, and no state income tax. But even with these advantages, every Wyoming LLC has ongoing compliance requirements. Missing them can lead to IRS penalties, state fines, or even dissolution of the company.
This annual compliance checklist walks through the filings and deadlines foreign-owned Wyoming LLCs need to know. Whether your company is active or had no income, these requirements still apply.
Federal filings
Form 5472 with pro forma 1120
If your Wyoming LLC is a foreign-owned single-member LLC, you must file Form 5472 each year with a pro forma Form 1120. This is required even if your LLC made no money or had no clients.
Reportable transactions include owner contributions, reimbursements, or paying expenses from the LLC bank account. The deadline is April 15, with an extension to October 15 available.
Form 1065
If your Wyoming LLC has multiple owners, the IRS treats it as a partnership by default. You must file Form 1065 each year and issue K-1s to each member. Because the owners are foreign, the IRS often requires K-2s and K-3s as well.
The deadline is March 15 (or the next business day if it falls on a weekend), with an extension to September 15.
Form 1120
If your Wyoming entity elected to be treated as a corporation, it must file Form 1120 every year. If 25% or more of the shareholders are foreign, the corporation must also file Form 5472 with its Form 1120. The deadline is April 15, with an extension to October 15.
Form 1040-NR (if applicable)
If the IRS considers you personally to be engaged in a U.S. trade or business, you may also need to file Form 1040-NR as a foreign individual.
This usually applies if you had a physical presence in the U.S. while operating your business, or if your business activities (such as inventory stored in U.S. warehouses) create a taxable presence.
Filing 1040-NR requires an ITIN, which you can obtain through partners like theitin.com.
State filings
Wyoming annual report and franchise tax
Every Wyoming LLC must file an annual report with the Secretary of State. The report is due each year by the first day of the anniversary month of formation. For example, if your LLC was formed on June 10, the annual report is due by June 1 each year.
The cost is based on the value of assets located in Wyoming, with a minimum payment of $60. Even if your LLC had no income or expenses, this filing is required to keep your company in good standing.
Registered agent renewal
Wyoming requires every LLC to maintain a registered agent with a Wyoming address. Most foreign founders use a professional registered agent service. These services typically charge an annual fee. If you don’t renew, your company can lose its good standing.
Other ongoing obligations
- EIN maintenance: Your EIN is permanent and does not expire, but you must use it correctly for all IRS filings. Without an EIN, your company cannot operate, open bank accounts, or file required forms.
- Bookkeeping and records: Even if your company is pre-revenue, keep records of owner contributions, expenses, and bank statements. These records make tax filings easier and help avoid errors.
- Extensions: If you can’t file on time, you must request an extension (Form 7004 for entities, Form 4868 for individuals). Extensions delay the filing deadline but not any tax due.
Example: A foreign-owned Wyoming LLC in its first year
A founder in India forms a Wyoming single-member LLC in May. In the first year, she wires $5,000 into the company bank account but earns no revenue. Here’s her compliance calendar:
- June 1 each year: File Wyoming annual report and pay at least $60.
- April 15 the following year: File pro forma 1120 with Form 5472 to report the owner contribution.
- Ongoing: Renew registered agent service annually.
- By January 1, 2025: File initial BOI report under the Corporate Transparency Act.
Even without revenue, these filings are required to stay compliant.
How Bookmate helps
Bookmate specializes in U.S. federal filings for foreign-owned businesses. For Wyoming LLCs, we:
- Prepare and file Form 5472 with pro forma 1120 for single-member LLCs.
- Prepare and file Form 1065 with K-1s, K-2s, and K-3s for multi-member LLCs.
- Prepare Form 1120 with Form 5472 attached for corporations.
- Guide founders on whether Form 1040-NR applies.
- Provide reminders about deadlines so you don’t miss a required filing.
We don’t handle registered agent renewals or state annual reports directly, but we guide you on how to keep your Wyoming LLC in good standing.
Final thoughts
Owning a Wyoming LLC as a foreign founder comes with ongoing responsibilities. Even if your company has no income, the IRS and the State of Wyoming expect annual filings. Staying compliant avoids penalties, protects your company’s good standing, and makes future growth easier.
Bookmate helps founders around the world stay on top of these requirements so they can focus on running their businesses, not chasing deadlines.
Learn more at trybookmate.co or book a consultation today.
