Since you are the sole owner of the Michigan corporation and you are planning to bring in a partner or family member for a separate venture, the Series structure in your Wyoming Statutory Trust (WST) is the most efficient way to do it.
Under Wyoming law (Wyo. Stat. § 17-23-108), you can give your partner 0% to 100% ownership of a specific Series without giving them any rights to your Michigan company.
1. The “Ownership” Rule for Series
Each Series is essentially a private ledger. You can divide the “Beneficial Interest” (ownership) of each Series as follows:
- Series A (Michigan Corp Stock): You remain 100% Beneficial Owner. Your partner has no legal claim to this, and if they are sued, their creditors cannot touch this Series.
- Series B (New Partner Venture): You can own 50% and your partner can own 50%.
- Series C (Family Assets): You can own 0% and your family member can own 100% (making it a gift or a structured inheritance).
2. How to Document the Partner’s Entry
Because your trust is a “private doctrine,” you don’t file these ownership percentages with the State of Wyoming. You handle it internally:
- Series Designation: You sign a document called a “Designation of Series B.”
- Admission of Beneficiary: You draft an “Acceptance of Beneficial Interest” for your partner. This document clearly states that their interest is limited only to Series B.
- The Master Ledger: You must maintain a master list for the Trust that shows exactly which human owns what percentage of which Series. Wyoming law requires this separation of records for the legal “shield” between series to work.
3. The “Management” vs. “Ownership” Split
Since you are the Trustee, you have a unique power. You can give your partner 100% of the profits (Beneficial Interest) of Series B, while you keep 100% of the control (Trustee Power).
- Your Partner: Gets the money from the venture.
- You (as Trustee): Decide when to sell assets, how to invest, and when to send out checks.
4. Important 2026 Warning: Federal BOI Filings
While you are keeping this “proudly private” from the public, the Corporate Transparency Act requires you to disclose this partner to the Federal Government (FinCEN).
- The Rule: Any individual who owns 25% or more of a “Reporting Company” (or the trust that owns it) must be listed on the BOI report.
- Action: When you add a partner to “Series B,” you must update the BOI filing for any company held within that series within 30 days.
- Privacy: Again, this is a private federal database, not a public search.
5. Can a Series be run by a “Separate Entity”?
Yes, and it should be. For the best protection, you should have the Series own a Wyoming LLC, and have that LLC run the new venture.
- The Structure: [WST Master] → [Series B] → [Wyoming LLC] → [New Business Venture].
- The Benefit: This creates a “triple-wall.” If the new venture fails, the liability stops at the LLC. If the LLC is sued, the liability stops at the Series. Your Michigan Corp in Series A remains completely untouched and invisible to the new partner’s creditors.
Summary Checklist for Adding a Partner
| Step | Document Needed | Purpose |
|---|---|---|
| 1. Create Silo | Designation of Series B | Separates the new venture from your Michigan stock. |
| 2. Grant Ownership | Beneficial Interest Agreement | Defines the partner’s % and limits it to Series B. |
| 3. Update Ledger | Trust Asset Ledger | Keeps the “legal walls” strong per Wyoming law. |
| 4. Federal Filing | Updated BOI Report | Complies with 2026 transparency laws. |
Does the new venture with your partner involve physical assets (like real estate or equipment) or is it a service-based/digital business?