# Entity Setup — Wyoming LLC Formation Checklist

## Why Wyoming?

- No state income tax
- Strong privacy protections (no public member disclosure required)
- Low annual fees ($60/year registered agent + $60 annual report)
- Business-friendly courts
- Fast online filing

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## Step 1: Choose Your LLC Name

- [ ] Decide on firm name (suggestions below)
- [ ] Search Wyoming Secretary of State name availability
  - Link: https://wyobiz.wyo.gov/Business/FilingSearch.aspx
- [ ] Ensure matching domain is available

### Name Suggestions
- Whitestone Engineering LLC
- Whitestone Labs LLC
- Hermes Systems LLC
- Whitestone & Fleet LLC
- Sovereign Stack LLC

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## Step 2: Appoint a Registered Agent

You need a Wyoming registered agent (physical address in WY for legal mail).

### Recommended Registered Agent Services
- **Wyoming Registered Agent LLC** — $60/year (cheapest, reliable)
  - Link: https://www.wyomingagents.com
- **Northwest Registered Agent** — $125/year (premium service)
  - Link: https://www.northwestregisteredagent.com
- **ZenBusiness** — $199/year (bundled with formation)
  - Link: https://www.zenbusiness.com

**Recommendation:** Wyoming Registered Agent LLC at $60/year. No frills, gets the job done.

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## Step 3: File Articles of Organization

- [ ] File online with Wyoming Secretary of State
  - Link: https://wyobiz.wyo.gov/Business/FilingSearch.aspx
  - Click "File a New Business"
- [ ] Filing fee: **$100** (online) or $102 (mail)
- [ ] Processing time: 1-2 business days (online), 2-3 weeks (mail)

### Information Needed
- LLC name
- Registered agent name and address
- Organizer name and address (can be the registered agent)
- Management structure: Member-managed (choose this)

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## Step 4: Get Your EIN (Employer Identification Number)

- [ ] Apply online with the IRS (free, instant)
  - Link: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
- [ ] Available Monday-Friday, 7am-10pm Eastern
- [ ] You'll get your EIN immediately upon completion
- [ ] Download and save the confirmation letter (CP 575)

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## Step 5: Draft Operating Agreement

- [ ] Create a single-member LLC operating agreement
- [ ] This is not filed with the state but is essential for:
  - Bank account opening
  - Liability protection (piercing the corporate veil prevention)
  - Tax elections

### Free Template Sources
- Northwest Registered Agent provides one free
- LawDepot: https://www.lawdepot.com
- Or have an attorney draft one ($300-500)

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## Step 6: Open Business Bank Account

### Recommended: Mercury Banking
- Link: https://mercury.com
- [ ] Apply online (takes 1-3 business days)
- [ ] Documents needed:
  - EIN confirmation (CP 575)
  - Articles of Organization
  - Operating Agreement
  - Government-issued ID
- [ ] Benefits:
  - No monthly fees
  - No minimum balance
  - API access for automation
  - Virtual debit cards
  - Built-in invoicing
  - Treasury for idle cash

### Alternative: Relay Financial
- Link: https://relayfi.com
- Similar features, also startup-friendly

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## Step 7: Set Up Invoicing & Payments

### Option A: Stripe (Recommended)
- [ ] Create Stripe account linked to Mercury
- [ ] Set up Stripe Invoicing
- [ ] Accept ACH (lower fees) and credit cards
- Fees: 2.9% + 30¢ (card), 0.8% capped at $5 (ACH)

### Option B: Invoice Ninja (Self-Hosted)
- [ ] Deploy on your VPS (you already have the infrastructure)
- [ ] Connect to Stripe for payment processing
- [ ] Full control, no SaaS fees

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## Step 8: Get E&O Insurance (Errors & Omissions)

This protects you if a client claims your work caused them harm.

### Recommended Providers
- **Hiscox** — ~$100-150/month for tech consulting
  - Link: https://www.hiscox.com
- **Hartford** — Similar pricing
  - Link: https://www.thehartford.com
- **Embroker** — Tech-focused, may be cheaper
  - Link: https://www.embroker.com

### Coverage to Get
- [ ] Professional Liability / E&O: $1M per occurrence / $2M aggregate
- [ ] General Liability: $1M per occurrence / $2M aggregate
- [ ] Cyber Liability: Optional but recommended given the AI work

**Budget: ~$150/month ($1,800/year)**

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## Step 9: Tax Setup

- [ ] Elect S-Corp taxation (Form 2553) if revenue exceeds ~$40k/year
  - Saves on self-employment tax
  - Must pay yourself "reasonable salary" via payroll
  - Use Gusto ($40/mo) or similar for payroll
- [ ] Set aside 30% of revenue for taxes quarterly
- [ ] File estimated quarterly taxes (Form 1040-ES)
- [ ] Get a CPA familiar with LLCs ($200-500/year for filing)

### Recommended CPA Services
- Bench.co — Bookkeeping + tax filing ($300-500/mo)
- Collective.com — Designed for solo businesses ($349/mo, includes S-Corp)
- Local CPA — Shop around, $1-2k/year for everything

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## Step 10: Professional Presence

- [ ] Get a business phone number (Google Voice — free, or OpenPhone — $15/mo)
- [ ] Set up professional email (Google Workspace $6/mo or self-hosted)
- [ ] Order business cards (optional, Moo.com or similar)
- [ ] Create LinkedIn company page
- [ ] Update personal LinkedIn with firm title (Managing Partner / Principal)

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## Total Startup Costs Estimate

| Item | Cost |
|------|------|
| Wyoming LLC filing | $100 |
| Registered agent (annual) | $60 |
| EIN | Free |
| Mercury bank account | Free |
| E&O insurance (first month) | $150 |
| Domain + email | $12 + $6/mo |
| **Total to launch** | **~$330** |
| **Monthly ongoing** | **~$160/mo** |

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## Timeline

| Day | Action |
|-----|--------|
| Day 1 | File LLC + order registered agent |
| Day 2-3 | Receive LLC confirmation |
| Day 3 | Get EIN (same day) |
| Day 3 | Apply for Mercury account |
| Day 4-5 | Mercury approved |
| Day 5 | Set up Stripe, get insurance quote |
| Day 6-7 | Insurance bound, invoicing live |
| **Day 7** | **Ready to bill clients** |

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*You can go from zero to invoicing in under a week. Don't let entity setup be a blocker — you can start conversations immediately and have the entity ready before you need to send the first invoice.*