For the first time since their inception, the most significant moves toward tightening Wyoming’s relatively opaque and lenient limited liability corporation laws may be about to happen.
The Legislature has convened a Business Fraud Working Group that’s spent the summer meeting to gain a better understanding of the alleged fraud some people commit under Wyoming-registered businesses because of the state’s limited liability corporation (LLC) laws. The group is also tasked with identifying loopholes for legislators to consider closing.
Wyoming’s trust laws give business entities some of the nation’s strongest privacy protections, allowing complete anonymity to their ownership. That’s why one address in Sheridan is listed as the place of business for about 120,000 Wyoming LLCs, and why one county assessor says LLCs can ignore her requests for basic business information.
Legislators have drafted four bills to help address the issue that will be discussed at the Corporations, Elections and Political Subdivisions meeting Wednesday.
Where We Are
The combination of Wyoming’s low filing fees and overall tax environment make it an extremely attractive environment to file out-of-state LLCs. Wyoming has some of the most lenient and private corporate business filing laws in the country, and some of the lowest associated fees for registering LLCs.
Although Wyoming charges only $100 to form an LLC, the state handles roughly 245,000 new and amended filings and 257,000 annual reports every year. The Business Division collects about $20 million on LLC registrations annually, said state Sen. Cale Case, R-Lander.
Delaware still leads the nation for LLC filings, but Case believes Wyoming is catching up and is likely No. 2 for the volume of businesses filed.
Fremont County Assessor Tara Berg mentioned to Cowboy State Daily how Nevada, also a hot spot for filing LLCs, charges about $600 to do so there.
“That’s why a lot of those started coming (here),” she said.
In the first three months of 2023, more than 40,000 new LLCs were filed in Wyoming, and Case questions whether the revenue generated by all these businesses is worth the squeeze.
“I have to wonder if that’s really worth it,” he said.
Potential For Identity Theft
Over the last few years, Berg said she’s been investigating an influx of out-of-state businesses filing with the state as LLCs to addresses in her county.
Many of these businesses did so without the permission of the actual property owners, which Berg believes is fraud and the first step to committing identity theft. She and Case said some of the victims were nearly brought to tears about what had happened.
“That is my job to protect those constituents,” Berg said. “They’re using our people’s addresses for no real business.”
She’s also seen some concerning trends of people attempting to illegally transfer property away from their rightful owners to unsuspecting buyers.
Berg said she’s spoken with the FBI about her concerns, and there is an active investigation underway in her county.
She said that even if the exact use of fraud is unknown, the concealment of the identity behind these so-called businesses lends itself to possible nefarious activity. When she sent tax forms to the registered agents of these businesses to assess their assets, most claimed they didn’t have any or they flat out refused to give Berg any information.
“Why would you create all of these corporations if they’re not going to do business in the state of Wyoming?” she questioned. “What are they doing?”
Berg believes this is also unfair to legitimate businesses that are paying their tax burden.
“There’s also a dark side to our own Wyoming corporations who are fighting to do business in this state, who appreciate the low fees and the no corporate taxes,” Berg said.
An out-of-state company cannot transact business in Wyoming until it gets a certificate of authority from the Wyoming Secretary of State’s Office. Nonresident owners must appoint a registered agent with a physical address in Wyoming to comply with legal and state requirements.
Meanwhile, In Fremont County
What raises concern for some like Berg is when that business isn’t really conducting business in Wyoming and is potentially using the filing to hide information about itself from other state governments.
In late 2022 and early 2023, Berg’s office began noticing a significant increase in the number of businesses registered to one specific address in Lander, which was listed as a principal address.
An initial investigation revealed there was an actual homeowner and registered agent at the property, who told Berg’s staff he could not provide any information about any of the businesses associated with his address, of which none were actually his or located there.
Further investigation revealed an escalating trend of outside corporations listed to the address, she said, with 26 in 2019, 77 in 2020, 79 in 2021, 119 in 2022 and 216 in 2023. Through the first quarter of 2024, 34 new businesses filed to it.
On one recent night, Berg said she received 17 new business registrations connected to the same address, all claiming they have no business assets in Wyoming.
The owner of the property is a Lander resident who works for the state of Wyoming and did not respond to multiple requests for comment from Cowboy State Daily.
Berg said the property owner also isn’t reporting any assets to the hundreds of businesses registered to his property.
Case said he has no problem with a local business that wants some privacy, but takes issue when out-of-state businesses are purposely exploiting Wyoming’s laws for anonymity.
Many of the businesses associated with the Lander address give little information about what they do, like Ubazone Ecom LLC, a company which Berg said is protected by a circuitous route of registered agents protecting its real identity that tie to Republic Registered Agent LLC based in Casper and other companies based in Houston and Florida.
“It’s just a vicious cycle,” Berg said.
Other businesses associated with the Lander address appear more legitimate.
Cheyenne attorney Scott Meier also serves as a registered agent for many businesses and is providing his input to the Working Group and the Legislature on the LLC situation.
He believes LLC-related fraud in Wyoming is highly isolated and unrepresentative of the overall business picture, but admits some changes could be made to the laws such as outlawing the use of fraudulent addresses.
Meier worries that the Legislature may take a too heavy-handed approach that hurts the state’s ability to do business and questions whether some of the working group’s proposals are enforceable.
“I don’t know how big of a problem this really is,” he said. “Of the number of entities that are filed in Wyoming, the number that have fraudulent addresses is probably very minute.
How Did It Get Like This?
Limited liability corporations were legalized in Wyoming in 1977, designed as a hybrid between a corporation and a limited partnership.
From 1977-1988, Former Secretary of State Kathy Karpan said only about 30 LLCs were filed in Wyoming because of outstanding questions about whether they were to be taxed like a corporation or limited partnership.
The main difference between a corporation and a limited partnership is usually the liability that comes with each. When a corporation is sued, only the assets of the business can be attached. If a limited partnership loses in court, the company’s assets and the personal assets of its owners can also be vulnerable.
A 1988 IRS judgment cleared the air, ruling that LLCs were to be taxed as limited partnerships, which comes with half as much tax burden as the way corporations are taxed.
Almost overnight, Karpan said the state’s LLC industry blossomed.
Karpan was a major force in ushering in the early growth of LLCs in Wyoming when she took office in 1987. There was a common desire around this time to make the Cowboy State more business-friendly in response to an economic downturn.
Karpan said she suspected the laws would be exploited sometime down the road, but still supported capping the fee on LLC registrations at the time to spur economic growth.
“The thought being it would maybe generate interest in our state,” Karpan said.
Although she created other mechanisms to identify business fraud in Wyoming, Karpan said she never got a chance to specifically target LLC laws and provisions that do not require business disclosures.
Meier said Wyoming’s LLC laws were then overhauled in 2010 to become more business friendly, a change that possibly laid the groundwork for the rapid expansion of filings Wyoming is seeing today.
If she were still in office, Karpan said she would make it a main priority to close loopholes so that Wyoming doesn’t become “a haven for scammers.” Karpan believes the Legislature needs assistance from the executive branch on this highly complex issue.
“I certainly don’t believe that any business-friendly attitude that we bring to our Wyoming business laws should be friendly to any type of illegal activity, any money laundering. I think we should not be cooperating with lawbreakers,” Karpan said.
Secretary of State Chuck Gray has been meeting with the Working Group and supports the proposed bills.
He mentioned to Cowboy State Daily how last year, his office’s business division formalized a process to administratively dissolve business entities that file false or fraudulent documents.
Using this process, Gray said that in May, his office dissolved three suspected businesses with ties to North Korea after being informed by the FBI of the connection.
Gray also mentioned how his office has started performing more random in-person audits of commercial registered agents, which has identified areas where he could take other actions to combat fraud.
Registered Agents
Under Wyoming law, a company can have tax assets in another state and still be registered in Wyoming without any assets. The only requirement is that the company must have a registered agent in Wyoming, a route that many LLCs are taking advantage of.
Berg said there are around 120,000 LLCs associated with an address in Sheridan, 30 North Gould St., associated with Registered Agents Inc. It’s a national firm that incorporates businesses and acts as a point of contact for legal notices.
Although Wyoming’s laws allow a corporate registered agent to represent an LLC, the law also requires a registered agent be responsible to the law.
Five former employees of the company that anonymously spoke with Wired Magazine in March said Registered Agents routinely incorporates thousands of businesses on behalf of its customers using fake personas.
The company, and many others like it, offer the ability to incorporate a business in the state of a customer’s choosing and receive all mail and legal notices.
Permanently receiving mail for a client is a step Meier said he wouldn’t take.
“What happens if a check goes missing or a widget you’re trying to sell goes missing?” he asked. “I’m not going to be responsible for that stuff, no way.”
He also said he’s rejected companies as clients that have refused to give him important details about their planned activities.
Case considers the registered agent bill one of the most important that the Working Group has developed. If passed, the bill would require registered agents to comply when a government official requests for information about a corporation.
Berg said this isn’t happening now as certain registered agents have refused to give her any information about the companies they represent. Case believes this insinuates some level of fraud.
“If they’re obfuscating their corporate filings and the registered agent experience, then those aren’t companies we want in Wyoming,” Case said. “We need to figure out a way to get rid of them. They either have to comply or not.”
When Cowboy State Daily visited Registered Agents last week, a reporter was told to call the company’s legal division with questions, but not before catching a glimpse into the interior of the office, filled with sleek Apple computers and toy dinosaurs hanging from a back wall.
The company’s legal division did not immediately return a request for comment.
Possible Solutions
On Wednesday, the Corporations Committee will consider four draft bills to address LLC laws.
The farthest reaching of the bills would allow the secretary of state to dissolve an LLC owned or controlled by a foreign government or citizen of a country determined to be a foreign adversary of the U.S.
Berg said she’s encountered a few LLCs in Wyoming with foreign ties, and Meier said he has many international clients that have registered businesses in Wyoming, although he requires that they all speak with him directly and prove they’re legitimate.
“In implementing Wyoming’s business formation statutes, it is critical we take legislative action to add teeth to our enforcement procedures to stop fraud and abuse of corporate filings, especially by foreign adversaries,” said Gray, who proposed the bill.
Another bill Gray proposed would require third-party groups filing a business on their behalf, as registered agents do, to specifically register with the state if they file 10 businesses with the state in one year, which is the existing benchmark for whether someone is considered a professional registered agent in Wyoming or not.
“It is pivotal to our fight against fraud and abuse,” Gray said.
Meier doesn’t support this proposal and mentioned how it also requires the filer to submit their driver’s license and personal contact information to the state.
“I’m not sure how that’s going to provide some safety net for fraud if they already know I created 30 entities last month,” Meier said.
Another bill would allow the secretary of state to dissolve an LLC that has provided a registered agent false information, a bill Gray also helped draft.
Meier said he also wants some changes made to a draft billthat would require a registered agent to provide information on the owners of a business when requested by law enforcement and any government official. What level of government official must be provided information, Meier questions.
“Is that going to be somebody that works in the Department of Revenue just because they happen to work there?” he questioned. “I think we’re getting into a little bit of an area that maybe is a little broad.”
In addition, new federal legislation may also provide some improved transparency to Wyoming’s LLCs.
The U.S. Chamber of Commerce reports that under new legislation known as the Corporate Transparency Act (CTA), businesses that meet certain criteria must submit an ownership report to the U.S. Department of Treasury’s Financial Crimes Enforcement Network by Jan. 1, 2025.
The CTA was established to prevent people with malicious intent from hiding or benefitting from the ownership of their U.S. entities to facilitate illegal operations, which, according to Congress, is a widely used tactic that affects national security and economic integrity.
Karpan said whichever approach Wyoming takes, she believes it should be done with a wide net.
“Nothing we deal with is unique to Wyoming,” Karpan said. “Every state has had a business law laundered to take money, scam people.”
Leo Wolfson can be reached at leo@cowboystatedaily.com.
