Start a Wyoming Corporation

Starting a Wyoming corporation offers several benefits for business owners. From favorable tax structures to strong asset protections, incorporating in Wyoming has become an attractive option for entrepreneurs across the country.

This guide will walk you through the step-by-step process of forming a Wyoming corporation, helping ensure you’re well-informed and prepared to make the best decisions for your business venture. Whether you’re a seasoned businessperson or just starting out, Wyoming’s friendly business environment might be just what you’re looking for.

Steps to Incorporate in Wyoming

When you start a corporation in Wyoming, you’re embarking on an important legal process. You’ll need to follow all the essential steps — we’ll walk you through them all (and the follow-up steps, too). You’ll run the newest Wyoming corporation in no time.

Step 1: Decide on a Wyoming corporation business name

Pick your business name. Choosing the right name for your Wyoming corporation is the first crucial step in the incorporation process. It’s vital to ensure that the name you’ve decided on is available in Wyoming. Nothing can be more disappointing than getting attached to a name, only to find it’s already in use by another entity.

Alongside checking for availability, it’s essential to familiarize yourself with Wyoming’s corporation naming guidelines. Typically, the name should clearly indicate its corporate status by including terms such as “Incorporated,” “Corporation,” or their common abbreviations like “Inc.” or “Corp.” However, this isn’t a strict requirement like it is in many other states.

Moreover, in our digital-centric world, ensuring you have a corresponding domain name available is crucial. Even if you’re not immediately setting up a website, securing the domain provides a valuable asset for future online ventures. Additionally, before finalizing your name, remember to check both federal and state databases to make sure you’re not stepping on any existing trademarks. This proactive step can save you from potential legal complications down the line.

Step 2: Choose a Wyoming registered agent

Designate a registered agent for your Wyoming corporation. Having a reliable Wyoming registered agent is vital for the smooth operation of your Wyoming corporation. The primary role of this agent in Wyoming is to serve as your business’s designated point of contact with the state and others, handling the receipt of crucial business notices, including service of process and some official communications from the Secretary of State.

The state of Wyoming has clear requirements for registered agents. They must possess a physical address within the state (P.O. Boxes won’t suffice) and be consistently available at that registered office during regular business hours. This helps ensure any crucial document or notice is promptly received and processed. In addition, if your registered agent is an individual, they must be at least 18 years old.

While you might be tempted to act as your own registered agent, many businesses prefer using registered agent services like ours. A registered agent service can offer numerous advantages. For one, they provide an added layer of privacy, as you won’t be served with a lawsuit in front of clients, employees, or business partners. Moreover, these professionals help ensure timely notifications and give business owners the peace of mind that someone is diligently overseeing these vital responsibilities.

Step 3: File the Wyoming Articles of Incorporation

File your Wyoming formation documents. Officially launching your Wyoming corporation involves filing the Wyoming Articles of Incorporation. This pivotal document informs the state about your business’s core details, such as its name, purpose, stock details, and registered agent information. It’s crucial to ensure the accuracy of this information for a seamless filing experience.

When it comes to costs, a filing fee (typically $100) accompanies the Articles of Incorporation. These fees can change, so it’s recommended to check the latest rates on the Wyoming Secretary of State’s website.

Step 4: Hold the first meeting and choose directors for your Wyoming corporation

Choose your initial directors at your first board meeting. Once your Wyoming corporation is on its way to being officially recognized, it’s time for another critical step: holding the first organizational meeting and selecting your board of directors. This board will play a pivotal role in guiding the corporation, making significant decisions, and setting its strategic direction.

During this inaugural meeting, you’ll typically accomplish several foundational tasks, including adopting bylaws, issuing stock, establishing the fiscal year, and appointing your corporate officers. This meeting is a momentous occasion for the business, marking the true commencement of your corporation’s operations, so ensuring it’s well-organized and thorough is paramount.

Step 5: Create corporate bylaws and a shareholder agreement

Govern your Wyoming corporation with bylaws and a shareholder agreement. Corporate bylaws serve as the rulebook for your Wyoming corporation, detailing how the business will operate and defining the roles and responsibilities of its directors, officers, and shareholders.

These bylaws cover a range of subjects, including the frequency and nature of shareholder meetings and board meetings, voting procedures, and the methods to appoint or remove officers or directors. They provide a structural backbone, providing consistency in decision-making and operations.

The shareholder agreement, on the other hand, is a contract between the shareholders. It governs their relationship and sets out their rights, privileges, protections, and obligations. This agreement is instrumental in preventing disputes among shareholders, as it often outlines processes for conflict resolution, stock sale or transfer, and what happens if a shareholder wishes to exit or if the corporation dissolves. Together, these two documents establish a clear framework, helping the corporation run smoothly and transparently.

Step 6: Issue shares of stock for your Wyoming corporation

Create your stock certificates. Issuing shares of stock is fundamental to a corporation, as it represents ownership in the company. By distributing shares, you are essentially divvying up pieces of the corporation’s equity among its stakeholders. The importance of this step can’t be understated — it’s how you attract investors, compensate key personnel, and establish a sense of ownership among those involved with the business.

The process of issuing stock typically starts by determining the number of shares the corporation wishes to authorize. This is stated in the Articles of Incorporation. Once authorized, these shares can then be issued to initial shareholders in exchange for capital, assets, or services.

It’s important to keep meticulous records of stock issuance to ensure accurate ownership tracking and comply with any regulatory requirements. As the corporation grows and evolves, these records will be essential for future transactions, whether it’s bringing in new investors or undergoing major corporate changes.

Step 7: Obtain an EIN and review Wyoming tax requirements

Set up tax accounts for your Wyoming corporation. An EIN, or Employer Identification Number, is like a Social Security number for your Wyoming corporation. It’s required by the IRS for tax reporting purposes and is essential for many business operations, from hiring employees to opening a corporate bank account. You can apply for an EIN online directly through the IRS’s website or by mail using Form SS-4. Our EIN service can streamline this process for you.

In terms of state taxes, Wyoming stands out with some business-friendly policies. While the state doesn’t impose an individual or corporate income tax, corporations should still be aware of other potential taxes. These might include sales and use taxes or property taxes, depending on the nature and operations of your business. Always consider consulting with a tax professional or certified public accountant (CPA) to ensure you’re on top of any specific Wyoming tax obligations.

Step 8: Open a business bank account for your Wyoming corporation

Get a corporate bank account for your new business. Maintaining a clear boundary between personal and corporate assets is crucial. That’s why opening a separate bank account for your Wyoming corporation is a must. This not only streamlines financial management but also reinforces the corporation’s separate legal entity status, protecting personal assets from potential business liabilities.

In addition to simplifying finances, a corporate bank account paves the way for obtaining a business credit card. Such a card can assist in tracking business expenses, building a credit history for the corporation, and even earning rewards or cash back on purchases. It’s an effective tool for managing and optimizing your business’s financial health.

Post-Incorporation Steps for Wyoming Corporations

After successfully forming your Wyoming corporation, the journey isn’t over. There’s a series of vital follow-up tasks that require your attention to help the business run seamlessly.

Maintaining Good Standing

It’s important to stay on top of compliance requirements to maintain your corporation’s good standing. One such requirement is filing the annual report. Regularly submitting this report is not just a state mandate, but it also keeps your business transparent and up-to-date. Failing to keep up can result in penalties or even the dissolution of your corporation. So, always mark your calendar and set reminders.

Wyoming Business Licenses and Permits

Each business has its unique needs, and depending on your operations, you may need specific licenses or permits. Ensure you’re familiar with federal, state, and local regulations and obtain all the necessary licenses for your Wyoming corporation. Our business license report assembles a customized list of the licenses and permits your business needs to operate in compliance. And remember, many of these permits and licenses aren’t a one-time affair. Stay vigilant and renew them as required to avoid any hiccups in business operations.

Keeping Accurate Records

Keeping meticulous and accurate corporate records isn’t just a good business practice — it’s essential. Whether it’s financial transactions, minutes from board meetings, or stock issuance records, maintaining clarity in documentation helps in decision-making and future planning. Regular audits, using reliable accounting software, and having a dedicated space or system for all your business records are just a few recommended practices. Proper record-keeping also helps ensure you’re prepared for any unforeseen audits or legal requirements.

Consideration for a Foreign Business Entity in Wyoming

If you operate an entity formed outside of Wyoming but want to conduct business within its borders, you’re considered a foreign entity in the state. It’s crucial to understand Wyoming’s expectations for such corporations to promote smooth operations.

Qualification to Do Business in Wyoming

Foreign corporations aiming to transact business in Wyoming must first obtain a Certificate of Authority. This involves submitting an application with the Wyoming Secretary of State, along with a Certificate of Good Standing or a similar document from your home state. This process ensures that you’re recognized and have permission to operate in Wyoming, even if your business was initially established elsewhere. It’s a crucial step, providing legal protections and acknowledging that you’ve met Wyoming’s business standards.

Pros and Cons of Incorporating in Wyoming

Incorporating in Wyoming offers several notable advantages. At the forefront is the robust legal protection for business owners. This protection typically shields personal assets from any liabilities the corporation might encounter, providing peace of mind for entrepreneurs.

Additionally, state taxes in Wyoming stand out for being business-friendly, boasting no individual or corporate state income taxes. The state’s commitment to business privacy and its relatively low filing fees further cement its reputation as a haven for startups and established corporations alike.

However, it’s essential to weigh these benefits against potential drawbacks. Incorporating in Wyoming does come with costs, from the initial filing fees to ongoing compliance-related expenses. Additionally, corporations, unless they qualify for and choose an S corporation tax status, can be subject to federal double taxation — once at the corporate level and again on individual shareholders’ dividends.

Navigating the intricacies of Wyoming’s bureaucratic processes might also pose challenges, especially for newcomers unfamiliar with the state’s specific regulations and requirements. In essence, while Wyoming offers a conducive environment, it’s crucial to consider the full picture before making a decision.

We can help!

Navigating the incorporation process can be daunting, but you’re not alone. Our incorporation service and other programs are here to guide you every step of the way, helping you form your Wyoming corporation starting at just $0 plus state fees. Let us simplify the journey for you!

Wyoming Corporation FAQs

  • Forming a corporation in Wyoming involves certain filing fees that are paid to the state. While the exact cost can vary based on various factors and optional services you might choose, the base fee for filing the Articles of Incorporation is $100. It’s essential to regularly check with the Wyoming Secretary of State’s office for the most recent and accurate fee structures.

  • Wyoming offers multiple benefits for corporations, including robust legal protection for business owners, shielding personal assets from business liabilities. The state also boasts a business-friendly tax environment with no individual or corporate state income taxes. Furthermore, Wyoming values business privacy, with its regulations providing minimal public disclosure of personal information.

  • A Wyoming corporation, by default, is considered a C corporation for tax purposes, meaning it’s subject to potential double taxation for federal taxes — once at the corporate level on its profits and then again when dividends are distributed to shareholders. However, it’s worth noting that there isn’t a Wyoming corporate income tax or personal income tax, so only federal taxation would apply in this context.

  • While Wyoming doesn’t impose a state corporate income tax, corporations are still responsible for other potential taxes. These could include sales and use taxes, property taxes, or other specific levies depending on the nature and operations of the business. Of course, you’ll need to pay federal taxes no matter which state you incorporate in.

  • Incorporating in Wyoming is attractive for several reasons: the state’s business-friendly tax structure, strong legal protections for company owners, and an emphasis on business privacy. The low filing fees and absence of state corporate and individual income taxes make it an enticing location for many business owners.

  • In Wyoming, as in other states, the primary difference between a C corporation and an S corporation pertains to taxation. While C corps can face double taxation (at the corporate level on business profits and then at the shareholder level on dividends), S corps avoid this by passing income, losses, deductions, and credits directly to shareholders for federal tax purposes. S corps also have restrictions, such as limits on the number of shareholders and stock classes.

  • Both Delaware and Wyoming are popular states for incorporation, each offering its unique advantages. Delaware is often favored for its well-established corporate laws and efficient business-specific court system, making it attractive for large corporations and those seeking investments. Wyoming, on the other hand, stands out for its business-friendly tax structure, low costs, and privacy benefits. The choice between the two often boils down to a company’s specific needs and long-term goals.

  • While Wyoming offers numerous benefits like tax advantages, legal protections, and low fees, whether it’s the “best” state to incorporate in depends on the needs of the individual business.  For some businesses, especially those valuing privacy and tax benefits, Wyoming might be the top choice. However, other states like Delaware might be more appropriate for businesses with different priorities, like attracting investors or benefiting from a renowned legal system. For many businesses, simply incorporating in their home state makes the most sense. Each business should evaluate its unique circumstances before deciding.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

zenbusiness logo

Written by Team ZenBusiness

“This is your life.
You want to get it right.”

– Mark Cuban on Starting a Business*

Entrepreneur and Shark Tank host lays out
3 steps to follow when starting a business

  • Form an LLC to protect your liability
  • Set up your banking and accounting
  • Grow sales by marketing your website

Play Video

* Mr Cuban has a financial interest in ZenBusiness

Form a Corporation in These States

Start Your Corporation in Wyoming