What Is a Close LLC in Wyoming? A Complete Guide for Business Owners

Wyoming is one of the most business-friendly states in the U.S., and one of its most unique offerings is the Close LLC, also known as a Wyoming Close Limited Liability Company. This entity type provides enhanced privacy, simplified governance, and stronger protections for small, closely-held businesses.

If you’ve heard of the Wyoming Close LLC but aren’t sure whether it’s right for your business, this guide breaks down everything you need to know—features, requirements, advantages, disadvantages, and how it compares to a standard LLC.

Overview: What Is a Wyoming Close LLC?

A Wyoming Close LLC is a special form of limited liability company designed for small, tightly-controlled businesses. It is intended for companies owned and managed by a small number of members—typically family businesses, partnerships, and closely-held firms that do not need complex corporate structures.

Wyoming law allows Close LLCs to follow more flexible governance rules and offers enhanced asset protection compared to a standard LLC.

Key Features of a Wyoming Close LLC

FeatureWyoming Standard LLCWyoming Close LLC
Best ForGeneral businessesFamily businesses, partnerships, closely-owned companies
Number of MembersNo limitsMust be “close-held,” usually small group
Transfer of OwnershipFlexibleRestricted to protect members
ManagementAs defined in operating agreementTypically more informal
FormalitiesFew requiredEven fewer required
Asset ProtectionStrongStronger due to transfer restrictions
PrivacyHighHigh

What Makes a Wyoming Close LLC Different?

A Close LLC offers unique legal advantages designed specifically for businesses that want simplicity, privacy, and stronger internal control.

Here’s what sets it apart:

1. Fewer Formalities & Flexible Management

Close LLCs benefit from:

  • No required annual meetings

  • No required operating agreement (though recommended)

  • Ability to run the company informally

This makes a Close LLC ideal for small groups who don’t want rigid corporate structure.

2. Stronger Asset Protection

Close LLCs include restrictions on:

  • How ownership interests can be transferred

  • How members can sell their stake

  • How creditors can access member interests

This means:

  • Members can’t be forced to sell their ownership

  • Creditors typically receive only a charging order (not ownership rights)

This makes the Wyoming Close LLC one of the strongest asset protection tools in the U.S.

3. Restricted Transfer of Membership Interests

Unlike standard LLCs, Close LLCs impose tighter control on ownership transfers.

Common requirements include:

  • Unanimous member approval before transferring membership

  • Right of first refusal for existing members

  • Limits on transfer upon death, divorce, or bankruptcy

This ensures the business stays within the intended group of owners.

4. Privacy Benefits

Wyoming already offers some of the strongest privacy protections in the U.S.

Close LLCs provide:

  • No public disclosure of members

  • Ability to use nominee managers

  • Anonymous ownership (through registered agent filings)

This makes Wyoming one of the best states for privacy-focused entrepreneurs.

How Do You Form a Wyoming Close LLC?

Wyoming makes the process simple. To form a Close LLC, you must:

  1. File Articles of Organization with the Wyoming Secretary of State

  2. Specify “Close LLC” status on the filing

  3. Appoint a Wyoming registered agent

  4. Pay the filing fee

  5. (Optional but recommended) Create a Close LLC Operating Agreement

No annual report is required for Close LLCs different from regular LLCs—but Wyoming does require an annual license tax, which applies to all LLC types.

Advantages of a Wyoming Close LLC

1. Minimal Formalities

✔ No annual meetings
✔ No board of directors
✔ No strict corporate procedures

2. Enhanced Asset Protection

✔ Strong charging order protection
✔ No forced sale of membership interests
✔ Restrictions protect family-owned businesses

3. Excellent Privacy

✔ Member names aren’t publicly listed
✔ Strong anonymity laws
✔ Protection from business predators

4. Ideal for Small, Private Businesses

✔ Family-owned businesses
✔ Multi-generational businesses
✔ Small investment groups
✔ Real estate holding companies

Disadvantages of a Wyoming Close LLC

✘ Not designed for businesses planning to raise outside capital
✘ Ownership transfer restrictions reduce flexibility
✘ Not ideal for large or fast-scaling companies
✘ Some states may not recognize the Close LLC structure outside Wyoming

Wyoming Close LLC vs. Standard Wyoming LLC

CategoryStandard LLCClose LLC
OwnersAnyoneSmall, close-knit group
GovernanceFlexibleEven more flexible
Asset ProtectionStrongVery strong
Transfer RestrictionsLimitedExtensive
Best ForGeneral businessesFamily/closely-held businesses

Who Should Form a Wyoming Close LLC?

A Wyoming Close LLC is best for:

✔ Family-owned businesses

✔ Partnerships among close associates

✔ Spouses running a business together

✔ Real estate investors seeking strong protection

✔ Asset protection structures

✔ Long-term wealth planning and succession

If you want to keep your company small, private, and protected, a Close LLC is a top choice.

Who Should Not Form a Close LLC?

You may want a standard LLC instead if you:

✘ Plan to raise investment capital
✘ Want multiple classes of ownership
✘ Intend to expand rapidly
✘ Need flexible ownership transfers
✘ Will bring in unrelated partners

Close LLCs are intentionally restrictive—they are designed for privacy and control, not rapid growth.

Final Verdict: What Is a Close LLC in Wyoming?

A Wyoming Close LLC is a specialized form of LLC ideal for small, closely-held businesses that want:

  • Maximum privacy

  • Maximum asset protection

  • Minimal formalities

  • Restricted ownership transfers

  • Simple and flexible management

It’s one of the strongest entity types in the U.S. for protecting assets and maintaining control within a small group of trusted members.

Get Free Consultation with FormLLC

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