Domestication process (Wyoming to Delaware)
- Member vote per operating agreement
- File Articles of Conversion with Wyoming SoS ($60)
- File Certificate of Conversion with Delaware SoS (~$100)
- File Certificate of Incorporation/Formation with Delaware SoS (~$90 to $300)
- Designate registered agent in Delaware
- Update operating agreement to reflect new state law
- Notify IRS via Form 8822-B
- Update banks and payment processors
- Total cost: $250 to $500 in state fees plus attorney time if used
Alternative: dissolve and reform
If domestication is not available between the two states (rare), you can dissolve the Wyoming LLC and form a new LLC in the destination state. Drawbacks: loses EIN (you must apply for new one), loses formation date for asset protection arguments, loses existing contracts and customer relationships (must transfer or renegotiate).
When to move
- Raising US venture capital (move to Delaware)
- Operations significantly shifted to another state (move to operating state)
- Significant tax advantage in destination state (rare)
- Specific legal benefit (e.g., Nevada-tested asset protection structure)