Wyoming removes the cloak of anonymity for shell companies

Posted by Clyde Hutchins | Mar 29, 2017 | 0 Comments

Wyoming removes the cloak of anonymity for shell companies.

As I have wrote about in the past, Wyoming provides opportunities for great secrecy when owning companies. Someone can setup a Wyoming business entity through a registered agent and hide the true owner of the entity from both the public and State government. This unique privacy function has contributed to Wyoming being known as a haven for corporate secrecy. This all changed this month when Governor Mead signed an act (HEA 105) passed by the Wyoming legislature this month. HEA 105 aims to reduce the amount of anonymity allowed Wyoming company owners. I have been following this bill as it progressed through the Wyoming legislature over the past couple of months. It is now law and will take effect on July 1, 2017.

HEA 105 will not remove all the opportunities for secrecy in Wyoming companies, but it will remove one layer of the deep anonymity allowed for Wyoming entity owners. HEA 105 makes two significant changes. First, it clarifies what addresses have to be reported. Second, it makes changes to who can be a "designated contact" for a Wyoming company.

Business Address

HEA 105 removes the requirement that the company contact have a "business address" listed with the Secretary of State. That section was modified to require that a mailing address, and if different, the physical address of the entity's contact be listed. This reflects the longstanding problem of defining what is a "business address." If the business address is not defined, then it becomes problematic requiring that a company report its business address. The reason this is an issue is because many Wyoming companies do not actually have a storefront, office, factory building or warehouse. Instead, many companies operate out of someone's home or a virtual office somewhere and have no actual physical office location. It is difficult to require that a "business address" be reported when that term is not well defined. Furthermore, the address requirement is tied to the designated contact of the company. Many of the designated contacts do not have offices or business addresses.

Designated Contact

HEA 105 changes who can be a "designated contact" for a company. Currently, the law requires that Wyoming entities have the name of a natural person on file with the registered agent, who is authorized to receive communications for the entity. In practice, many Wyoming entities have simply used the registered agent, or employee of a registered agent to be the natural person. In other cases, some entities have utilized the company lawyer as the designated contact. This tactic creates obstacles for the Secretary of State or law enforcement in discovering who is actually behind a company.

HEA 105 changes the existing law to require that the designated contact of the company be one of the following: a natural person who is a (a) Director; (b) Officer; (c) limited liability company member or manager; (d) managing partner; or (e) trustee of the company. Starting July 1, 2017, there will have to be a real person, who is actually associated with the company, listed as the designated contact.

Strategies to handle new changes

These changes stand to affect hundreds, if not thousands of Wyoming entities. There are strategies that can be used to handle these changes and preserve the confidentiality traditionally associated with Wyoming limited liability companies and corporations. If you need help keeping your information anonymous contact Harmony Law.

About the Author

Clyde Hutchins

Clyde Hutchins is the founder of Harmony Law. Mr. Hutchins started his career as a lawyer in Cheyenne, Wyoming. First gaining experience as a law clerk for the district court judges, Mr. Hutchins entered private practice with a Cheyenne firm focused on civil litigation, business law and some general practice law. Later, Mr. Hutchins went to Alaska, where he was the chief litigator for a firm that engaged in bond law, corporate law, securities law, and the broad reach of municipal law. Mr. Hutchins returned to Cheyenne to represent the State of Wyoming in the national tobacco arbitration. While in that position, he developed the consumer protection unit for the Wyoming Attorney General's Office. He led over 120 investigations and enforcement actions in Wyoming and worked on numerous joint cases with the Federal Trade Commission and other states, including Colorado. Mr. Hutchins relocated to Colorado in 2016 and founded Harmony Law. Mr. Hutchins has established Harmony Law in three principal areas of law. First, it is a general practice firm in the areas of business law, estate planning and family law. Secondly, it is a civil litigation firm, practicing law in state and federal courts throughout Wyoming and Colorado. Finally, it is one of the few firms in Wyoming or Colorado that focuses on consumer protection law.


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