Recalde Law Firm, P.A. is a Florida law firm with an office in Miami, Florida. We advise on United States law only. We do not practice Mexican law, and we do not give Mexican tax or succession advice. We do not practice the law of any other country. Formation of a non-U.S. entity, and the local law of that jurisdiction, are matters for local counsel. We handle the U.S. architecture: classification, the documents a U.S. custodian and a U.S. court will read, and coordination with the family's tax adviser.
Families ask about Wyoming when they want a company, rather than a bank or a relative, to serve as trustee. Wyoming law provides for that company. The U.S. tax question is separate: who controls the substantial decisions of the trusts the company serves, and whether those people are U.S. persons. This note stays at that altitude. It does not pitch a formation agent, a trustee, or a registered office.
The general page is private trust companies. The trust is Foreign Trusts. How to compare trustees is choosing a trustee.
What the statute requires, and what it does not decide
Wyoming Statutes section 13-5-701 permits one or more persons to form a private family trust company. The articles of a corporation, or the articles of organization of a limited liability company, have to include the information the Wyoming business statute already requires, and they have to state that the company is formed to act as a fiduciary for family members and that it will act exclusively for one or more family members and will not engage in trust company business with the general public. After the Secretary of State approves the organizational instrument, the directors or managers execute and deliver a signed waiver to the banking commissioner acknowledging that the company is not supervised by the commissioner and that it will not transact trust company business with the public.
Section 13-5-702 allows the commissioner to inspect if there is reasonable cause to believe the company proposes to transact, or has transacted, trust company business with the general public. The unsupervised company is not a charter to serve whoever asks. Wyoming also provides a chartered family trust company, which is supervised. Capital, bonding, and examination attach to that charter. We do not restate those dollar amounts here. They belong in the statute and in Wyoming counsel's scope, and they are a different decision from the unsupervised company families usually mean.
The statutory definition of who counts as a family member is specific. We do not paraphrase the degrees of kinship on this page. If the people the company would serve do not fit the statute, the company is the wrong form, and Wyoming counsel is the one who says so. We coordinate. We do not practice Wyoming banking law.
Governance, reserved powers, and classification
A private family trust company is worth the governance when the family will keep a board, a succession, and minutes, and when the trusts' reserved powers are written to match that board. It is not worth it when the only purpose is a Wyoming address on a deed the family will not administer. A structure we often see for families from Mexico, Argentina, or Panama is a request for "a Wyoming trustee" after an individual trustee has become impractical, with the same request from families in Brazil, Colombia, or Chile. The company can be that trustee. It does not, by being in Wyoming, decide whether the trust is foreign.
A Wyoming private family trust company organized as a corporation is a domestic corporation, and a domestic corporation is a U.S. person for the control test whether or not its directors or owners are U.S. persons. If the company, as trustee, holds the substantial decisions, U.S.-person control may exist even when the directors are not U.S. persons. The trust is domestic only if the court test is also met: a U.S. court can exercise primary supervision. A company organized as a limited liability company has its own classification question, which the tax adviser reads. Reserved powers in the deed — a protector's veto, a settlor's consent — are read the same way they are read with any other trustee. See protectors and reserved powers and the court test and the control test. The firm assigns responsibility for that classification. The tax adviser prepares the returns.
Formation documents, the waiver, and any Wyoming regulatory question are for Wyoming counsel. The U.S. architecture — the trust instrument, the people who decide, and the account a custodian will open for the company as trustee — is the work we do with the account file and with Private Wealth.