WYOMING

Features of Wyoming Limited Liability Companies (LLC'S)

HIGHLIGHTS OF WYOMING

Excellent business organization law with robust protection for the assets of management and

investors.

Flexible business organization law.

No state taxes levied on offshore and banking transactions.

No exchange control regulations.

Political and economic stability.

No personal income tax, no corporate income tax, no gross receipts tax, and no inventory tax

Fortune Small Business ranks Wyoming # 3 in states that love small business

BUSINESS TRANSACTIONS

LLCs may engage in any lawful business, except for the purpose of acting as a financial institution or

acting as an insurer, in or outside the USA and make use of any currency that they may choose. LLCs' business names are entitled to statewide trademark protections; registration of business

name in WYOMING may facilitate federal trademark registration as well.

TAXATION

WYOMING does not have the following state taxes: personal income tax, corporate income tax,

gross receipts tax.

Low retail sales tax, property taxes, inheritance tax, unemployment tax.

LLCs may become subject to Federal taxation by the United States of America or its individual states

through such activities as: trading in, with, or through any territory of the USA, opening bank

accounts, applying for a federal identification number (EIN), hiring employees or agents, and owning

business interests and/or property in the United States of America.

CAPITAL CONTRIBUTION

No need to register a minimum or maximum capital contribution.

No restriction on capital contributions subsequent to formation.

MANAGERS AND MEMBERS

No requirement to file with the Secretary of State the name of the Manager or Member.

If the Articles of Organization, or any other documentation sent to Secretary of State, names the

manager of the LLC, the information then becomes public record.

The LLC may have one or more Managers, who do not need to be Members.

One or more persons may form a limited-liability company.

1 The Wyoming Statutes contain a separate chapter governing Banking, Trust and Mutual Funds activities. An LLC is not eligible to carry out

this kind of activities

Manager and Member can be either corporate entities or natural persons.

The Manager or non - manager may grant special or general powers of attorney.

The Registered Office of the LLC must maintain a current record of manager and member.

Managers or Members may be of any nationality and may be residents of any country. The required

minimum being one Manager and one Member.

Manager and Member may hold their meetings in any country and may attend such meetings by

proxy or written consent.

ANNUAL FILING

Every LLC organized under the laws of Wyoming must file with the Secretary of State on or before

the first day of the month of organization of every year a certification, under the penalty of perjury,

by its treasurer or other fiscal agent setting forth its capital, property and assets located and employed

in the state of Wyoming. The statement shall give the address of its principal office.

INCORPORATION AND ADMINISTRATION

An LLC may have a perpetual duration.

Excellent availability of company names for incorporation. Names may only contain English words.

The name of an LLC formed under the provisions of this chapter must contain the words "Limited

Liability Company", "Limited Company", or the abbreviations "LLC", "L.L.C.", "LC", "L.C.", "Ltd.

liability company", "Ltd. liability co.", or "limited liability co." The word "Company" may be

abbreviated as "Co."

Formation procedure takes from 4 to 7 working days.

A Company Name Reservation Service is available.

RECORD KEEPING

The books, records and minutes of the company may be kept in any place or country at the Manager's

or Member's choice if they are handling the management of the LLC.

An LLC must keep copy of the following records at its registered office in Wyoming: current list

(current within 60 days of any change) of the names and addresses of the entity's directors, officers,

limited liability company managers, managing partners, trustees or persons serving in a similar

capacity; The name, address and business telephone number of a natural person who is an officer,

director, employee or designated agent of the entity represented who is authorized to receive

communications from the registered agent; a copy of the written contract of agreement creating an

agency relationship between the registered agent and a natural person with respect to accepting

service of process on behalf of each business entity represented by the registered agent..

REGISTERED OFFICE, CORPORATE SEAL AND LEGALIZATION

Registered Office in WYOMING is required.

Corporate seal is optional.

The Apostille is normally used to legalize documentation. Legalization via a Consulate is also

available for some countries.

COSTS AND FEES

Reasonable formation and maintenance costs and fees (USD$100 initial filing fee and USD$50 for all

other filings).

CONTINUATION (DOMESTICATION)

Foreign companies can be speedily registered or moved to WYOMING.

Conversion of an existing U.S. company from any State to Wyoming is allowed.

USES OF WYOMING LIMITED LIABILITY COMPANIES

Very broad powers including holding any property an individual could own and carrying out a variety

of business activities.

Participate in legal proceedings.

Purchase any real or personal property, or an interest therein, wherever situated.

Sell, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property

and assets.

Lend money to and otherwise assist its members.

Deal in and with shares or members' interests.

Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the LLC

may determine.

Lend, invest and reinvest its money.

Conduct its business, carry on its operations and have and exercise the powers granted in any foreign

country.

Appoint managers and agents.

Cease its activities and surrender its Articles of Organization.

Exercise all powers necessary or convenient to achieve any of the purposes for which the LLC is

organized.

DOCUMENTS REQUIRED TO BE KEPT AT M.F. CORPORATE SERVICES (WYOMING)

LIMITED OFFICE

Due diligence documents, as required.

Copy of the Register of Managers reflecting complete name and business address of the Manager(s).

Copy of the Register of Members reflecting complete name and business address of the Member(s).

Current list (current within 60 days of any change) of the names and addresses of the entity's

directors, officers, managing partners, trustees or persons serving in a similar capacity;

The name, address and business telephone number of a natural person who is an officer, director,

employee or designated agent of the entity represented who is authorized to receive communications

from the registered agent;

A copy of the written contract of agreement creating an agency relationship between the registered

agent and a natural person with respect to accepting service of process on behalf of each business

entity represented by the registered agent.

SOCIAL AND ECONOMIC INDICATORS

Location: Wyoming is one of the Rocky Mountain states in the Western United States. East of the

mountains is the rolling country of the Great Plains, a mile-high region covered with grasses and sagebrush

and interrupted by the upward thrust of mountain ranges. Wyoming is bordered by South Dakota and

Nebraska (E), Colorado and Utah (S), Idaho (W), and Montana (N).

Area: 97, 914 square miles, 9th largest state

Population: 568,158 (2011 est.)

Climate: Semi-arid and continental

Official Language: English

Government: Wyoming’s Constitution establishes three branches of government: the executive, legislative,

and judicial branches. The Wyoming state legislature is comprised of a House of Representatives with 60

members and a Senate with 30 members.

Living Standard: High

Banking: Worldwide banking facilities available

Legal Tender: US Dollar

Industry: Mineral extraction, travel and tourism

WYO-FTRS-E-JUNE-2012-PA