How to Amend a Wyoming Articles of Incorporation

As time goes by and your business grows, it’s likely that you’ll need to make changes. Some of these changes might not require changes to your Articles of Incorporation. However, others will, and it’s important that you know how to take appropriate action when that happens. So we’ll discuss what a Wyoming Articles of Incorporation amendment includes, why you might need to file an amendment, when you’ll need to do it, and how we can help the process go smoothly.
Do you still need to get your business off the ground? Check out our Wyoming corporate formation page for more information.

What are Wyoming Articles of Incorporation?

Wyoming requires that corporations file Articles of Incorporation before they are officially considered a business entity. Articles of Incorporation serve as a signal that a business is appropriately registered to conduct business within the state. Wyoming law requires that the Articles of Incorporation include the following information:

• The business’s name
• The number of stock shares that the corporation is authorized to issue
• The street address of the business’s initial registered office
• The name of the corporation’s initial registered agent at its registered office
• The name and address of each incorporating individual

These are the details that are required by the state. Other permissible details include the purpose of the business, the par value of the authorized shares, and the contact information of the business’s initial directors. You can submit your business’s Articles of Incorporation online via wyobiz.wyo.gov, by mail, or in person. 

Step 1: Determine whether you need to change your Wyoming Articles of Incorporation

Your business’s Articles of Incorporation contains essential information about your business. By sending that information to the Secretary of State, you provide the state and the public with a reliable means of contacting your organization. It’s also useful for ensuring that your registered agent receives vital documents like legal and judicial notices. Finally, it’s helpful from an auditing and compliance standpoint. Because of the importance of the information contained in the Articles of Incorporation, Wyoming businesses are required to notify the Secretary of State of any changes that will render that information obsolete. 

Failing to keep your business entity information updated can have significant negative consequences. In fact, it may result in your business being unable to get a Certificate of Good Standing. A Certificate of Good Standing informs various third parties — like banks and customers — that your business is in compliance with all of Wyoming’s legal requirements. Businesses often need a Certificate of Good Standing when:

• Opening a business bank account for the corporation
• Obtaining loans and other financing from lenders
• Interacting with vendors and contractors 

Therefore, failing to obtain a Certificate of Good Standing can seriously limit your business’s ability to grow and endanger the corporation’s financial picture. 

Step 2: Review requirements for your Wyoming amendment

You can make a Wyoming Articles of Incorporation amendment by filing Articles of Amendment. There are several situations that would trigger the need to file Articles of Amendment. Specific circumstances include:

• Changing the corporation’s name
• Altering shareholder voting requirements
• Issuing or canceling shares of stock
• Creating new stock classes

You can use Articles of Amendment to update almost any information contained in the original Wyoming Articles of Incorporation, provided that you could have included the new information in the original Articles of Incorporation.

Also, when you report changes to your corporation, remember to attach any and all supporting documentation for the changes. It’s critical that you be as specific as possible when including supporting documentation. Consider including supporting documentation even if it isn’t required. 

Step 3: Gather information for your Wyoming amendment

You only need to include a few key details when filing Articles of Amendment:

• Your business’s name (it must exactly match the name included in the Secretary of State’s records)
• The articles that are being amended 
• The date of the amendment’s adoption 
• How the approval impacted the issuance of shares
• Whether the board of directors adopted the amendment with or without shareholder approval (if required by the corporation’s bylaws)

Finally, you’ll need the signature of the board chairman, the business’s president, or one of the corporation’s officers. 

Step 4: Understand how to make other changes to your Wyoming corporation

You can’t amend the registered agent of your business, nor can you alter your corporation’s principal business address. To make either of these changes, fill out the Appointment of New Registered Agent and Office Form. If you’re changing your registered agent, you need to fill out a Consent to Appointment by Registered Agent Form as well. If you’re keeping your registered agent but need to update the agent’s information, file a Registered Agent Information Update Form. 

If you need to make a change to information related to your corporation, know that we can make the process go smoother. We offer several services to help business owners just like you. Check out our Worry-Free Compliance service, as well as our Wyoming registered agent services and amendment service. 

Need Compliance Help? We Can Tackle the Amendment Process for You!

It’s only natural that your corporation will change as time goes on. Many of these changes will spark the need to amend your business’s Articles of Incorporation. Knowing how to file an amendment to a corporation in Wyoming is essential, and we hope that we’ve provided you with some insight into that process. 

As mentioned earlier, we offer formation services to help you form and register your Wyoming corporation with the Secretary of State. To keep your business running smoothly, check out our Worry-Free Compliance service, which covers the cost of filing your annual report as well as two yearly amendments. We assist you with those two yearly amendments, you only pay the filing fee. Our Worry-Free Compliance service also alerts you when important compliance and filing deadlines are coming up. And in the very unlikely event that your Wyoming corporation loses its good standing status, we’ll provide you with an action plan to help you regain your good standing.