How to Create a General Partnership in Wyoming | A Complete Guide

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
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Create a General Partnership in Wyoming

If you would like to create a general partnership in Wyoming, there are a few guidelines that you should understand. A general partnership is one of the things that a businessman considers since it comprises two or more entities to carry on a trade or business. Each partner contributes money, property, labor, or special skills, and each partner shares in the profits and losses from the business. You can start an LLC in Wyoming for your general partnership to personally carry potentially unlimited liability.

Knowing about the general partnerships will benefit you and several partners, making you form your business properly. If you want to know more about the general partnership, follow our steps to Create a General Partnership in Wyoming.

Webinarcare Editorial Team will help you create with thorough research and market study. Before starting a general partnership in Wyoming, you must be guided by all the factors we have gathered in this article.

What is General Partnership in Wyoming?

A general partnership in Wyoming is a business structure where two or more individuals come together to establish a business and agree to share the profits, losses, and management responsibilities. Each partner contributes skills, resources, and capital to the business and makes decisions collaboratively. In a general partnership, partners have unlimited personal liability for the debts and obligations of the business, meaning their personal assets can be used to cover any debts or liabilities incurred by the partnership. This type of business structure is relatively simple to form and offers flexibility in decision-making and management but lacks the legal protection of limited liability offered by other structures like Wyoming Corporations or limited liability partnerships.

It is recommended that you consult to Wyoming Business Attorney before beginning the process of forming your general partnership. They will understand what is best for you and your company. To shield your personal assets from corporate debts, you can always Start an LLC in Wyoming rather than a general partnership.

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Example of a General Partnership

An example of a general partnership could be a small marketing agency created by two friends, Shane and Jane. Shane has a background in graphic design, while Jane has experience in digital marketing strategies. They decide to join forces and create a marketing agency that offers clients a combination of their expertise.

Shane and Jane contribute their skills, resources, and capital to start the business. They agree to share the profits, losses, and management responsibilities. Both partners actively participate in the agency’s day-to-day operations, making decisions and working with clients collaboratively.

In this general partnership, Shane and Jane have unlimited personal liability for any debts or obligations incurred by their marketing agency. If the agency faced financial difficulties, both partners’ personal assets could be used to cover the debts. However, the simplicity and flexibility of the general partnership structure allow them to manage and grow their business together easily.

Individuals looking to collaborate and numerous service providers have chosen general partnerships as their preferred business entity. That’s frequently because of its simple design, low price, and simplicity of setup. Some general partnership examples include: 

  • Providing Professional Services (architectural firms, medical clinics, etc.)
  • Selling goods at retail 
  • Opening a restaurant
  • Wyoming Business Consulting

General partnerships are also formed by partners who are spouses or other family members who want to operate a business together.

Steps in Creating a General Partnership in Wyoming

To create a general partnership in Wyoming, you must follow the guidelines below: choosing a business name, making a partnership agreement, requesting an EIN, getting a license and permit, and opening a bank account. 

Step 1: Choose a Business Name

Naming your business is one of the most important activities during the startup phase, especially if you will form an LLC in Wyoming. Your general partnership name serves as the foundation for your brand and is what clients use to connect you to the products or services you offer. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity without being hampered by irrelevant factors. 

For example, let’s assume the general partnership focuses on providing eco-friendly landscaping solutions. A potential name for this partnership could be “GreenScape Innovations.” This name highlights the business’s core values (eco-friendly) while also showcasing the industry (landscaping) and the innovative approach the partners aim to bring to the market.

For your to come up with this business name idea, here are some guidelines to consider when choosing a name for a general partnership:

  • Reflect on the Nature of the Business: Choose a name representing your products or services, and communicate your business’s essence to your target audience.
  • Keep it Simple and Memorable: A short, easy-to-pronounce name will be easier for customers to remember and share with others.
  • Make it Unique: Research the names of other businesses in your industry to ensure your chosen name stands out and does not infringe on any existing trademarks or copyrights.
  • Consider the Partners’ Names: Some general partnerships incorporate the partners’ names in the business name (e.g., Smith & Johnson Consulting). However, this approach may only be suitable for some businesses, especially if the names are difficult to pronounce or remember.
  • Test the Name: Share the potential name with friends, family, and potential clients to gather feedback and ensure it resonates with your target audience.
  • Check for Domain Availability: Research the availability of your chosen name as a domain name for your website and on social media platforms to ensure a consistent online presence.
  • Avoid Limiting your Business Scope: Choose a flexible name to accommodate future product or service changes. Avoid using specific locations, product names, or niche markets in the name if you plan to expand or diversify later.
  • Comply with Legal Requirements: Ensure the chosen name complies with any legal requirements or restrictions in your jurisdiction, such as avoiding misleading or offensive terms.
  • Consider Professional Input: Consult with Wyoming Business Attorney or trademark specialist to ensure your chosen name is legally sound and can be registered as a trademark if necessary.

By following these guidelines, you can choose a name for your general partnership that is memorable, unique, and effectively communicates your business’s essence.

In addition, most general partnership businesses use the last name of all of their partners.  For instance, if Jennie Kim and Lalisa Manoban enter business together, the partnership name is “Kim & Manoban” by default. However, if you would like to form a business name under something more appropriate, such as “EJI Design and Build,” then you’ll need to File a DBA in Wyoming with Wyoming Secretary of State.

Filing a DBA in Wyoming has two methods, by mail and in person., which costs around $100. There is ten years validity in renewing your DBA. 

In Wyoming, if you do not wish to file your general partnership business right away but want to hold the name that you have decided on, then you can reserve your business name for 120 days. You must file a name reservation application in the Wyoming Secretary of State to keep the name. 

Step 2: Make a Partnership Agreement

After you have chosen a business name for your general partnership, the next step would be making a partnership agreement in Wyoming. A partnership agreement is a crucial document that outlines the terms and conditions governing a partnership. It helps to establish a clear understanding of each partner’s roles, responsibilities, and expectations and prevents disputes and misunderstandings.

Additionally, it discusses business management guidelines and potential contingencies that may arise, such as a partner’s passing or a partner’s decision to leave the partnership.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of Wyoming. The default laws might not be appropriate for your requirements.

Step 3: Request an EIN in Wyoming

After completing the partnership agreement, you should get or seek an Employer Identification Number (EIN) in Wyoming. An EIN will serve as your general partnership’s tax identification number. The Internal Revenue Service can provide you with an EIN. (IRS). It is a nine-digit number comparable to your Social Security number. EIN, on the other hand, is distinct from SSN. It is exclusively used for business-related operations, such as filing general taxes. The form must be filled out and sent to the IRS website. Obtaining an EIN cost between $30 and $280. 

The application of an EIN in Wyoming can be through the following:

  • Apply Online- The Online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4PDF application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

You can benefit in various ways once you obtain your EIN number. It will give your general partnership the final advantage to operate at its full potential without legal or court problems.

Step 4: Get a License and a Permit

You must have Wyoming Business License before your general partnership business operates. A business license is a document granted by a government agency that allows you to operate your business in the territory governed by that agency.

To legally operate your partnership, you’ll need a business license. You may need more than one license in Wyoming. Numerous general partnership licenses need to be filed and renewed regularly.

In Wyoming, the business license fee costs about $70 – $500.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in Wyoming.

Step 5: Open a Bank Account

After filing and receiving your general partnership license, you should open a bank account for yourself, your clients, and your employees.

A US bank account may make your business dealings in Wyoming easier because it increases your company’s authenticity and profitability. Most banks require an EIN for firms other than sole proprietorships to open a business account. Keeping separate finances also prevents you from combining personal and professional finances.

If you would like to open a bank account in Wyoming, check out the Best Bank for Wyoming Small Business.

Pros and Cons of a General Partnership in Wyoming

In forming a general partnership in Wyoming, there are pros and cons that you may experience. I will list the pros and cons for you to understand why and how a general partnership is crucial. 

Pros of Forming a General Partnership in Wyoming

  • Easy and Inexpensive to Form: General partnerships are relatively simple to establish, requiring minimal paperwork and registration costs compared to other business structures like corporations or limited liability companies.
  • Decision-Making: Partners can pool their skills, knowledge, and resources, leading to more efficient and effective decision-making and business operations.
  • Flexibility: General partnerships offer flexibility in management structure, profit distribution, and decision-making processes, allowing partners to customize their business relationships to best suit their needs.
  • Tax Benefits: In most jurisdictions, general partnerships are not taxed as separate entities. Instead, profits and losses are passed through to the partners, who report them on their income tax returns. This avoids the issue of double taxation that affects corporations.
  • Greater Access to Capital: With multiple partners, a general partnership may have increased access to capital and resources compared to a sole proprietorship.

Cons of Forming a General Partnership in Wyoming

  • Unlimited Personal Liability: In a general partnership, all partners have unlimited personal liability for the debts and obligations of the business. This means that each partner’s personal assets can be used to cover any debts incurred by the partnership, which can be a significant risk.
  • Potential for Conflicts: As partners share management and decision-making responsibilities, disagreements or conflicts can arise, negatively impacting the business’s operations and success.
  • Limited Lifespan: A general partnership’s existence is often tied to the lives of its partners. The partnership may be dissolved if a partner withdraws, becomes incapacitated, or dies, potentially leading to instability and uncertainty.
  • Difficulty in Raising Capital: While general partnerships may have more access to capital than sole proprietorships, they may still need help raising funds compared to corporations or limited liability companies, as investors may be more hesitant to invest in a business with unlimited personal liability.
  • Lack of Legal Distinction: Unlike corporations or limited liability companies, general partnerships do not have a separate legal identity from their partners, limiting the partnership’s ability to enter into contracts or own property in its name.

When considering a general partnership, weighing the pros and cons and assessing whether this business structure aligns with your goals, risk tolerance, and desired level of management involvement is essential.

Maintain Business License in Wyoming

You must maintain or renew your business license regularly now that you have established your general partnership. Make time at least once a year to check the status of your licenses. Then you will get everything important. You can deal with any problems that arise. In Wyoming, the business license fee ranges from $70 – $500, and varies by jurisdiction and license type.

Pay Your Taxes in Wyoming

Even if you have established your general partnership in Wyoming, pay your taxes and keep everything up to date so you won’t pay any penalty. 

Wyoming taxes information will help you with what to pay before or during the operation of your professional corporation. You can check out the Wyoming Small Business Taxes to further understand why you must pay your taxes on time. 

Can I Convert My General Partnership Into Another Business Entity in Wyoming?

By following the appropriate state procedures, you can convert your general partnership into another business entity, such as Wyoming Corporation converting to an LLC; or Sole Proprietorship to Wyoming LLC. This may involve filing conversion documents with the Wyoming Secretary of State’s office and paying any required fees.

FAQs

What is a general partnership in Wyoming?
A general partnership is a business structure where two or more people own and operate a company together, sharing its profits, losses, and liabilities.
What are the requirements to form a general partnership in Wyoming?
You need to choose a name, file a certificate of partnership with the Wyoming Secretary of State, and obtain any necessary licenses and permits required by your business.
What is the cost of filing a certificate of partnership in Wyoming?
The filing fee can range from $25 to $100 depending on the type of partnership and how you file.
How long does it take to form a general partnership in Wyoming?
It usually takes about two to five business days to process the certificate of partnership.
Do I need to have an operating agreement for my general partnership in Wyoming?
No, it is not a requirement, but it is recommended to have an operating agreement that outlines each partner’s role, rights, and responsibilities.
Can my general partnership in Wyoming own assets?
Yes, your partnership can own assets and properties and can conduct business transactions.
How many partners can I have in a general partnership in Wyoming?
There is no limit to the number of partners you can have in a general partnership in Wyoming.
Do I need a registered agent in Wyoming for my general partnership?
Yes, you must have a registered agent who can receive legal notices and process service in Wyoming.
Can I be my registered agent for my general partnership in Wyoming?
Yes, a partner can act as the registered agent for the partnership.
Do I need to pay taxes for my general partnership in Wyoming?
No, a general partnership is considered a pass-through entity, which means profits and losses pass through to the partners’ individual tax returns.
When is the tax deadline for general partnerships in Wyoming?
The tax deadline for general partnerships is April 15th, unless an extension is granted by filing Form 7004.
Can my general partnership get a tax ID number or EIN?
Yes, your partnership must obtain an EIN from the IRS to file taxes and open a bank account.
Do I need to file an annual report for my general partnership in Wyoming?
No, Wyoming does not require general partnerships to file an annual report.
Can a sole proprietor form a general partnership in Wyoming?
Yes, a sole proprietor can form a partnership with one or more partners in Wyoming.
What is a foreign general partnership in Wyoming?
A foreign general partnership is a partnership that was formed in another state and wants to do business in Wyoming.
How do I register my foreign general partnership to do business in Wyoming?
You must file a statement of foreign qualification with the Wyoming Secretary of State.
How do I dissolve a general partnership in Wyoming?
You can dissolve your general partnership by filing a certificate of dissolution with the Wyoming Secretary of State and by settling all outstanding tax and legal obligations.
Can I withdraw from a general partnership in Wyoming?
Yes, a partner can withdraw from a partnership at any time, but they must follow the partnership agreement.
Can a court order a general partnership dissolution in Wyoming?
Yes, if a partner breaches the partnership agreement or acts illegally, a court can order a partnership dissolution.
Can creditors go after a partner’s personal assets in a Wyoming general partnership?
Yes, in a general partnership, partners are personally responsible for the partnership’s debts and obligations.
What happens to the partnership’s assets if one partner dies in Wyoming?
It depends on the partnership agreement. If the agreement does not specify what will happen, the partner’s heirs will receive a share of the partnership’s ownership.
Can a Wyoming general partnership convert to an LLC?
Yes, a general partnership can convert to an LLC by filing Articles of Conversion with the Wyoming Secretary of State and obtaining any necessary licenses and permits required by your business.
Can a Wyoming general partnership convert to a corp?
Yes, a general partnership can convert to a corporation by filing Articles of Incorporation with the Wyoming Secretary of State.
Do Wyoming general partnerships have limited liability?
No, partners are personally liable for the debts and obligations of the partnership.
Can a general partnership in Wyoming own shares in another business?
Yes, a general partnership can own shares in another business and participate in the management.
Can partners in a Wyoming general partnership be employees of the partnership?
Yes, partners can also be employees of the partnership, but they will still be personally liable for the partnership’s obligations.
Can a partner in a Wyoming general partnership be a silent partner?
Yes, a partner can be a silent partner and not actively participate in the operations and management of the partnership.
Can partners in a Wyoming general partnership have different ownership percentages?
Yes, partners can have different ownership percentages as long as it is specified in the partnership agreement.
Can a Wyoming general partnership hold meetings remotely?
Yes, meetings can be held remotely as long as the partners can hear, speak, and vote in real time.
How do I form a general partnership in Wyoming?
To form a general partnership in Wyoming, you must file a Partnership Registration with the Wyoming Secretary of State.
Does Wyoming have any specific requirements for establishing a general partnership?
Yes, Wyoming requires that general partners file a Partnership Registration with the Secretary of State’s Office before engaging in business activities.
Can out-of-state business owners form a general partnership in Wyoming?
Yes, out-of-state business owners can form a general partnership in Wyoming as long as they file a Partnership Registration with the Secretary of State’s Office.
How do I choose a business name for my Wyoming general partnership?
The business name for a general partnership in Wyoming needs to be unique and distinguishable from other names on record with the Wyoming Secretary of State.
Can two businesses form a general partnership in Wyoming?
Yes, Wyoming general partnerships can be formed between two businesses and/or individuals.
Is there a limit on the number of owners in a Wyoming general partnership?
No, there is no limit on the number of owners in a general partnership in Wyoming.
Do general partners in a Wyoming partnership need to register for state and local taxes?
Yes, Wyoming general partners must register with the Wyoming Department of Revenue and obtain valid tax identification numbers.
Is there a minimum capital requirement to start a Wyoming general partnership?
No, there is no minimum capital required to start a general partnership in Wyoming.
What kind of liability protection is offered to general partners of a Wyoming partnership?
In a general partnership in Wyoming, partners are generally held jointly and severally liable for the partnership’s debts and liabilities.
Can I be a silent partner in a Wyoming general partnership?
Yes, silent partners can participate in the ownership of a majority of businesses operating as a general partnership in Wyoming.
Do the partners in a Wyoming general partnership need to have a written agreement?
While it is not required by Wyoming law, it is best to have a written partnership agreement that outlines the rights and responsibilities of each partner.
What types of businesses can form a general partnership in Wyoming?
Both service-based and product-based businesses may form general partnerships in Wyoming.
Are general partnerships required to have a physical business address in Wyoming?
Yes, it is required to have a physical business address in Wyoming if operating any type of business within the state.
Do I need to have a Wyoming resident as a general partner in order to form a Wyoming partnership?
No, there is no requirement that a Wisconsin resident need to be a general partner in a Wyoming partnership
Do I need to have a physical office space to start a Wyoming general partnership?
No, it is not necessary to have a physical office for a Wyoming general partnership.
What is the penalty for failing to file a Partnership Registration in Wyoming?
Failing to file a Partnership Registration with the Secretary of State’s Office in Wyoming can lead to monetary penalties and business closure.
Can general partners in a Wyoming partnership have different roles and responsibilities?
Yes, general partners in a Wyoming partnership can have different roles and responsibilities.
Do general partners in a Wyoming partnership need to share profits equally?
No, partners can agree to share profits in any manner they choose as long as it is spelled out in the partnership agreement.
Can I change my partners in a Wyoming general partnership after forming it?
Yes, the partners of a Wyoming partnership can be changed. Amendments to the partnership registration can be filed with the Secretary of State’s Office.
Can I convert my Wyoming general partnership into another business entity later on?
Yes, Wyoming general partnerships can be converted to corporations, LLCs, or other business entities listed with the Wyoming Secretary of State’s Office allow.
Does a Wyoming general partnership need to renew its registration every year?
Yes, all Wyoming general partnerships must renew their registration annually with the Wyoming Secretary of State’s Office.
Is there a specific template that I need to follow for the partnership agreement in Wyoming?
No, there is no template, but federally certain disclosures and formalities must be met, for starting a general partnership in Colorado.
Can I proceed with registering for state and local taxes before filing a Partnership Registration in a Wyoming general partnership?
No, it is necessary to file a Partnership Registration with the Secretary of State’s office before possessing tax identification numbers from the Department of Revenue.
Is a Wyoming general partnership the only business structure option?
No, other business scenarios includes, sole proprietorships LLCs, general corporations, S corporations, and limited partnerships.
Can a minor be a partner in a Wyoming general partnership?
No, minors under the legal age of the state however can’n be partners in a Wyoming general partnership.
Is Wyoming a good state for businesses?
Yes, Wyoming is record-wise a prominent state to conduct businesses because of its business-friendly approach and stringent data privacy laws.
Are there yearly reporting requirements for a Wyoming general partnership?
Yes, partnerships in Wyoming has to file the trade name list annually with Secretary of State’s office, a certificate of good representation, and keep updated for general advertising tax purposes.
Is a Wyoming general partnership foreign ownings possible?
Yes, foreign investors may run and invest general partnerships formed in Wyoming.

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Conclusion

A general partnership can be viable for individuals looking to establish a business in Wyoming with shared decision-making, management responsibilities, and profits. This type of business structure is relatively simple to establish and offers flexibility in operations. However, it is essential for potential partners to carefully consider the unlimited personal liability aspect of general partnerships, which means that each partner’s personal assets could be at risk to cover any debts or obligations incurred by the business. Before forming a general partnership, the partners should have a clear and well-drafted partnership agreement that outlines the roles, responsibilities, profit-sharing, and dispute-resolution mechanisms to ensure a smooth working relationship and minimize potential conflicts. Partners should also explore other business structures, like limited liability partnerships or corporations, to determine the best fit for their needs and goals.

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