Wyoming Corporate Kit, LLC Kit and Embossing Seal

Why a Wyoming company keeps a kit

Wyoming does not require a corporate seal or printed certificates, but owners keep them because they make the company's separate existence visible: a seal for documents that call for one, certificates that show who owns what, and a binder for the operating agreement or bylaws, minutes and consents. Wyoming also expects the records behind each annual report to be kept for three years, and the binder is a natural home for them.

For a close LLC, membership certificates must carry the statutory Notice of Restrictions on Transfers and Withdrawals (W.S. 17-25-103(c)), so tell us at checkout if your LLC is a close LLC.

Source: wyoleg.gov

What is in a kit and how to order

A typical kit includes a records binder, an embosser seal with the company name, and membership or stock certificates with a ledger. Add it to any formation package at checkout; it is priced there and only charged if you choose it. Corp USA (corpusa.net) builds the kit from the details on your order.

Source: wyoleg.gov

What goes in the binder

For an LLC: the filed articles of organization, the registered agent consent, the signed operating agreement, a member ledger showing who owns what percentage and when it changed, written consents for major decisions, the EIN letter and each year's annual report confirmation with the asset worksheet behind the license tax. For a corporation: the filed articles of incorporation, bylaws, organizational minutes, director and shareholder minutes, the stock ledger and stub book, the EIN letter and annual report confirmations.

Keeping it in one place is what makes the records useful. When a bank, buyer or auditor asks how a decision was made or who owns the company, you can answer from the binder.

Source: wyoleg.gov

Seals and certificates

An embossing seal presses the company's exact legal name and year of formation into paper. Some banks, title companies and foreign governments still ask for a sealed document, and owners use the seal on stock certificates and formal resolutions. Membership or stock certificates show ownership on paper and are recorded in the ledger when issued or transferred.

For a close LLC, print the Notice of Restrictions on Transfers and Withdrawals on each membership certificate. For a series LLC, record which series each certificate relates to.

Source: wyoleg.gov

When to order

Order the kit with the formation so the seal and certificates carry the exact name the Secretary of State accepts. If you change the company name later by a $60 amendment, order a new seal with the new name.

Source: sos.wyo.gov

Ordering from us

Add the kit to your formation order at checkout, where it is priced. We build the seal and certificates from the exact legal name and formation year on your Wyoming filing, so order after the name is final. If you already formed elsewhere, call us with the company name and filing ID.

Source: sos.wyo.gov

LLC kit or corporate kit

An LLC kit is built around the operating agreement and membership interests: the binder has tabs for the articles, the agreement, the member ledger and member consents, and the certificates are membership certificates. A corporate kit is built around shares and meetings: tabs for the articles, bylaws, minutes and the stock ledger, and stock certificates with a stub book. Pick the one that matches the entity you formed; the seal is the same either way.

If your LLC elects to be taxed as an S corporation, it is still an LLC under Wyoming law, so it still uses an LLC kit.

Source: wyoleg.gov

Keeping the ledger accurate

Every time ownership changes, record the date, the parties, the percentage or number of shares, and the certificate number. Cancel old certificates when new ones replace them. A ledger with gaps is the first thing a buyer's lawyer or a lender will question, and the certificates mean little if the ledger does not back them up.

For a Wyoming series LLC, keep a separate ledger page for each series. The statute's liability limits depend on records that account for each series' assets separately (W.S. 17-29-211(c)).

Source: wyoleg.gov

One page a year

Add one page to the binder each year when the annual report is filed: the confirmation, the license tax paid and the worksheet showing the Wyoming assets behind it. Wyoming expects those records to be kept for three years, and the binder makes that automatic.

Source: sos.wyo.gov