Forming a corporation in Wyoming can be exciting, but you likely have many questions about getting your new company off the ground. While the corporation formation process may look overwhelming, it’s rather simple once you know the correct steps.
In this guide, we’ll walk you through how to set up a corporation in Wyoming and detail each step of the process. We’ll offer helpful tips along the way, including when to turn to a professional business resource like ZenBusiness for consultation.
We’ll keep the process simple and easy, so you can concentrate on growing your new business.
How do I form a corporation in Wyoming?
Steps to Incorporate in Wyoming:
- Name Your Corporation
- Appoint Directors
- Choose a Wyoming Registered Agent
- File the Wyoming Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit Your Corporation’s First Report
Your corporation is officially established in Wyoming once you register your new business with the Secretary of State. This is done by filing your Articles of Incorporation. However, before you can file, you’ll have to do a little bit of legwork. Here are the 10 steps we’ll cover in this guide:
Step 1: Name Your Corporation
First, you’ll need to choose a name for your Wyoming corporation. Deciding on the right name can be tricky — you want a name that suits your marketing purposes and best represents your company. You also need to ensure your company name adheres to Wyoming naming laws. Typically, this includes eliminating any derogatory or offensive words and avoiding words like “Bank” or “Credit Union” that would require additional government approval.
We recommend compiling a list of potential options and running your list through the Wyoming Business Center entity search database. In Wyoming, you must choose a unique name for your corporation, so you’ll want to run each name through the database and settle on a distinct name that no other company has registered.
Nearly all states require a corporation to have a “designator” in the name, a word that tells you what kind of business entity it is, such as “Inc.” or “Company.” However, Wyoming doesn’t have this requirement. Still, having something in your company name indicating that it’s a corporation can give you more legitimacy with clients and others you do business with.
If you’re not yet ready to file your Articles of Incorporation, you can reserve your name to ensure no other company takes it in the meantime. You can reserve your new name by filling out the Wyoming Application for Reservation of Corporate Name. There’s a $50 filing fee, and you can file this via mail. This reserves your name for 120 days.
Send the document and payment to:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
You’ll also want to see if a trademark currently exists for your name. You can search at the state level, and if none exists, you can register a Wyoming trademark via mail with a $25 filing fee if you so choose. At the federal level, you’ll want to search the United States Patent and Trademark Office (USPTO) database to determine if there’s an existing trademark.
If you plan to conduct business under a name that’s different from your official corporation name, you can obtain a trade name, otherwise known as a “doing business as” (DBA) name. You can do this by filling out the Application for Registration of Trade Name and mailing it in. There is a $100 filing fee. The form must also be notarized.
Step 2: Appoint Directors
Now you’re ready to appoint your company’s board of directors. Wyoming does not have a maximum number of directors that you can appoint, but you must select at least one.
The directors you select for your corporation will represent your business’s best interest. They’ll also maintain the company’s bylaws.
You should also select an incorporator to sign your company’s Articles of Organization.
Step 3: Choose a Wyoming Registered Agent
In Wyoming, all corporations must have a registered agent. Your company’s registered agent is an individual or business entity chosen to receive legal notices on your behalf as well as communications from the Wyoming state government.
Any registered agent in Wyoming must be 18 or older and have a physical residence or business address in the state. Your agent will also receive correspondence between the hours of 9 a.m. and 5 a.m. on weekdays, so they should be available at their office during those time frames.
You can choose to serve as your own registered agent or appoint a director to do so. There are some disadvantages to choosing this route, however. They include:
- Making your information public. If you decide to act as your registered agent, some of your private information will be made public.
- Legal action can impede your business. If you or someone in your company receives a summons, subpoena, or another legal document, this will be served to your registered agent at your office address. This might cause clients or investors present to think twice about doing business with your company.
Step 4: File the Wyoming Articles of Incorporation
You’re now ready to officially register your corporation with the state of Wyoming by filing your Articles of Incorporation. You must be officially registered in Wyoming before your company can operate.
You can file your Articles of Incorporation online through the Wyoming Online Services portal. You’ll select the type of entity you’re forming (profit corporation) and select “next.”
To complete the registration, you’ll need to include the below information:
- Business name
- Registered agent name and address; the agent must also consent to the appointment
- Stock share information (the number and class of stock to be issued)
- Incorporators’ names and addresses
- Signatures of all incorporators
There is a filing fee of $100. You can also file via mail and send the form and payment to:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Step 5: Create Corporate Bylaws
Now that your corporation is registered in Wyoming, it’s time to create your company bylaws. A corporation’s bylaws help detail your business’s operating procedure, management hierarchy, and any specific rules or regulations. They might also include shareholder meeting cadences, record-keeping processes, voting rules, and information on shares.
Wyoming law requires the incorporator and directors to meet to decide on bylaws, although they do not have to be filed with the government. These bylaws should be drafted into a written agreement and kept with your corporate records.
Step 6: Draft a Shareholder Agreement
Next, you’re ready to draft a shareholder agreement. This document is an agreement between the corporation and the shareholders. It will uphold the operational structure set forth in the bylaws but contain more insight into shareholder rights and responsibilities. It will also discuss financial matters, including stock shares.
Each shareholder should read and sign this agreement.
Step 7: Issue Shares of Stock
Now, it’s time to start issuing shares of stock. In Wyoming, all corporations must issue shares. Since you noted the number of shares your company will be issuing in your Articles of Incorporation, make sure the number you issue does not exceed this amount.
Your shares can be sold privately or on the public market. If sold privately, they’ll typically be available to founders, incorporators, directors, and/or private investors. If sold publicly, they’ll be available to buy on the marketplace. If you go public, you’ll need to file quarterly stock reports with the U.S. Securities and Exchange Commission (SEC).
Step 8: Apply for Necessary Business Permits or Licenses
Wyoming does not require corporations to obtain a general business permit to operate. However, depending on your county or industry, you may need a special business license or permit to remain compliant.
You can find out if you need a special state permit or license on the Wyoming Economic Development Agency website. You’ll also want to check with your city or county offices to ensure no additional licenses are needed.
There’s no one central place to check to see if you have every federal, state, and local license and permit your business may need. You’ll have to conduct some research or have someone do it for you.
Step 9: File for an EIN and Review Tax Requirements
In this next step, you’ll officially register your Wyoming corporation with the Internal Revenue Service (IRS). Here, you’ll request an Employer Identification Number (EIN). This number will function a bit like your corporation’s Social Security number, allowing your business to hire and pay employees, file taxes, and open business accounts.
You can apply for an EIN in minutes through the IRS website form. The process is free, and you’ll receive your EIN directly afterward.
Wyoming has no corporate or personal income tax, so you’ll only pay federal income taxes. However, there is a license tax that you’ll pay along with your corporation’s annual report. If your corporation has $250,000 or less in assets, you’ll pay the minimum tax of $50. See the state’s rules for computing the tax if your corporation has more than this in assets.
If your corporation will be selling products or services that collect sales tax, you’ll also be required to apply for a sales tax license through the Wyoming Department of Revenue.
Step 10: Submit Your Corporation’s First Report
The last step you’ll take is filing your corporation’s annual report. In Wyoming, you must submit this report every year to remain compliant with state law. You can search for your annual report and submit it online through the Wyoming Secretary of State’s Annual Report Search.
There is a $50 filing fee for this form.
How much does it cost to start a corporation in Wyoming?
The amount you’ll pay to form your Wyoming corporation will differ depending on whether you seek outside consultation or a variety of other factors. The administrative fees include:
- Reserving a name (optional): $50
- Registering a trade name (optional): $25
- Filing your Articles of Incorporation: $100
You should expect to pay at least $100 just to register your business. This does not include the cost of filing your annual report or obtaining special licensing.
If you’d like to receive assistance on the administrative filing, you can partner with a trustworthy business service like ZenBusiness. Our formation plans save you time on the entire Wyoming corporation setup process.
What are the benefits of a corporation in Wyoming?
When forming a business, you have a few entities to choose from. Many Wyoming business owners opt to form a corporation because of the benefits, protections, and earnings potential this business type affords.
Some notable benefits include:
- Protection from liability. If someone sues the corporation, your personal assets are safeguarded.
- Financial separation. If your company endures hardships or bankruptcy, your personal finances will be protected.
- Global market. If you incorporate, you’ll be allowed to conduct business across the globe.
- Better reputation. Many clients and potential investors will take your company much more seriously when they find out you’re a corporation.
- Stock shares. While issuing stock is a requirement for corporations, it can also allow you to expand and increase your revenue.
A few downsides include:
- Taxation laws. C corporations are subject to double taxation. Your profits will be taxed at both a corporate level and the individual shareholder’s level.
- More reporting rules. Corporations are required to turn in more reporting than other types of businesses.
- Mandatory business structure. Corporations have to hire a board of directors, create bylaws, issue stocks, and follow other business procedures dictated by Wyoming law.
How is a Wyoming corporation taxed?
There are three main types of corporations in Wyoming: C corporations, S corporations, and nonprofit corporations. When you register your company, you’ll automatically be listed as a C corporation unless you select differently.
- C corporations are separate tax entities, which means they are responsible for paying corporate taxes. This means that shareholders must pay both corporate and personal taxes. This applies only to federal taxes because Wyoming has no corporate or personal state income tax.
- S corporations are viewed as pass-through entities, which means they are not responsible for paying corporate taxes. Instead, the profits pass through to shareholders, who only pay taxes on their earnings via their personal tax returns. Again, this only applies to federal income tax, as Wyoming has no personal state income tax.
- Nonprofit corporations can apply to be exempt from federal taxes, but they must adhere to nonprofit guidelines. Anyone employed by a nonprofit corporation will still pay income tax on their wages.
Wyoming Corporation FAQs
Does running a corporation in Wyoming involve more paperwork than running other types of businesses?
Yes, corporations in Wyoming often require more paperwork than other business entities. These documents include annual reports, quarterly stock filings, and startup paperwork, such as company bylaws.
What is the difference between an LLC and a corporation in Wyoming?
Limited liability companies (LLCs) and corporations are managed and taxed in different ways in Wyoming. LLCs have much more operational flexibility and fewer reporting rules. They are also seen as pass-through entities, excluding them from paying corporate taxes. Want to learn more about the difference between LLCs and corporations? Check out this information.
How do I change my corporation’s name in Wyoming?
You can change the name of your corporation in Wyoming by filing Articles of Amendment with the Secretary of State and paying a $50 filing fee.
How many people are needed to form a corporation in Wyoming?
A single person can form a corporation in Wyoming.
Can I form my Wyoming corporation online?
Yes, you can form your Wyoming corporation online using the Secretary of State’s online filing system.
How do I dissolve my Wyoming corporation?
To dissolve your corporation, you will need to file the Articles of Dissolution and pay a $50 filing fee.
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