To form a Wyoming nonprofit corporation, there are guidelines to follow. We’ll walk you through the process, including how to apply for tax-exempt status, so you can start changing the world today.
Steps to Form a Wyoming Nonprofit Corporation
- Select initial directors
- Choose a name
- Choose a Wyoming registered agent
- File Articles of Incorporation with Wyoming
- Create corporate bylaws
- Hold an organizational meeting for the board of directors
- Set up and maintain a corporate records method
- Get tax ID numbers
- Apply for all Wyoming licenses and permits
- Apply for tax-exempt status, 501(c)(3)
- Acquire insurance
- Open a bank account
Step 1: Select initial directors
Your first order of business is selecting a minimum of three board members who aren’t related and will contribute to the success and longevity of your nonprofit. Their responsibilities may include internal organization, performance and ethical evaluations, and legal oversight.
Step 2: Choose a name
Deciding on the perfect name for your nonprofit corporation can be both exciting and daunting. Before you settle into an idea, use the Wyoming Secretary of State’s database to search available titles.
If the name you want is available and follows state law, you can reserve it with the state for up to 120 days.
Other things to consider after you pick your name include:
State-Specific Limitations: Wyoming has placed special restrictions on new businesses that start with “A.” If this applies to you, the Secretary of State will require a paper application for manual review.
Domain Availability: Select a name with an available internet domain. This way, your online presence is consistent and easy for people to locate. ZenBusiness’s domain registration service will help you register a name to use for both your website and email.
Step 3: Choose a Wyoming registered agent
Every business entity in the state of Wyoming must maintain a registered agent as long as they’re in operation. An agent must:
- Be at least 18 years of age
- Have an in-state business office with an address identical to their registered office
- Accept documents from the Secretary of State and legal services
- Be available during standard business hours
Although some founders opt to serve as their own agent, taking on this role limits their ability to move around. Outsourcing using ZenBusiness’s registered agent service gives you the freedom to be away from the office. You’ll also receive timely compliance reminders and notifications to make sure you don’t miss a beat.
Step 4: File Articles of Incorporation with Wyoming
To become an official corporation, you need to file your Articles of Incorporation with the Secretary of State. Once approved, this is the primary document that will transform your idea into a legal corporation. It informs the state of your nonprofit’s name, address, members, mission statement, dissolution plan, and legal guarantees. Along with the Articles, you must include a Consent to Appointment by Registered Agent form.
For foreign (out-of-state) nonprofit corporations applying to operate in Wyoming, the process is similar but requires amended forms. These documents can be found on the Secretary of State’s website. Depending on what you plan to do, you’ll need to fill out the required forms for continuation (you plan to transfer to Wyoming) or domestication (you want to transfer your state of formation to Wyoming).
Step 5: Create corporate bylaws
Brainstorming and drafting bylaws with your directors is a task you don’t want to set aside for long. They’ll determine how you manage your business. You’ll also want to create your conflict of interest policy, compensation policy, and whistleblower policy. While it isn’t necessary to submit these for licenses or permits, they’ll protect your business and employees when something goes wrong. Be as specific as possible when creating policies and internal structures to avoid confusion later.
Step 6: Hold an organizational meeting for the board of directors
After composing the bylaws that will govern your corporation, you’ll hold your first official meeting. Use this time to ratify bylaws, elect officials (president, secretary, treasurer), and prepare important policy documents that will secure your tax-exempt status. This is when you’ll decide your tax and fiscal year as well as decide on opening a bank account. You’ll also want to designate someone to take minutes at each meeting.
Step 7: Set up and maintain a corporate records method
It’s imperative to set up a reliable record-keeping system. Many documents are going to land on your desk over time. When one needs to be referenced, you need to be able to find it. A physical records book with all your foundational documents should always be present at your primary office. Beyond that, it’s wise to organize a secure, cloud-based storage system to keep track of all expenses, meeting minutes, purchases, assets, and other IRS-relevant files.
Step 8: Get tax ID numbers
You’ll need an Employee Identification Number (EIN) to hire employees, open a bank account, and apply for tax-exempt status. You can get one for free through the IRS. Or you can let ZenBusiness help you by using our EIN service to free up your time for more important things. An EIN also establishes your nonprofit as its own entity, so your personal assets are protected in the event of a lawsuit.
Step 9: Apply for all Wyoming licenses and permits
As with any business, your nonprofit may need special licenses or permits depending on where you’re located and what activities you engage in. For example, apply to the Wyoming Department of Agriculture for a license to manufacture or sell food. Unfortunately, there isn’t a convenient central location to find all of this information. Don’t let the extra research stop you — ZenBusiness offers a business license report to take the guesswork out of staying legal.
Step 10: Apply for tax-exempt status, 501(c)(3)
This is one of the most important steps in starting your nonprofit — as such, many first-timers feel a little stress before filing form 1023. There are two forms, a long version and a short one. Read the directions carefully to make sure you fill out the right one for your nonprofit. You’ll also need to include certain language suggested by the IRS. Once approved, you’ll receive a letter of determination.
Wyoming doesn’t have a corporate income tax. To be exempt from their sales and use tax, you’ll need to apply with the Wyoming Department of Revenue for consideration. You’ll need to send in your IRS Determination Letter, your bylaws, and other documents they might ask for.
Step 11: Acquire insurance
Before you officially open your doors, it’s vital to get the right insurance for your Wyoming nonprofit corporation. In Wyoming, look for errors and omissions (E&O) liability insurance, commercial general liability insurance, property insurance, workers’ compensation, and unemployment insurance (if you hire employees). You may want to talk to a professional to make sure you have the right coverage for the type of nonprofit you’re running.
Step 12: Open a bank account
Use your EIN to open a new bank account for your Wyoming nonprofit corporation. Most banks will ask for a copy of your Articles of Incorporation, bylaws, and list of signatories as well.
Ready to kick-start your business?
At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service or are looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.
Wyoming Nonprofit Corporation FAQ
- Can the founder of a Wyoming nonprofit receive a salary?
Yes. A founder can earn a salary if they work as an employee for the nonprofit. However, their salary must not be excessive.
- What happens if a nonprofit makes money in Wyoming?
Usually, a nonprofit ends the year with more income than expenses. The money earned from grants, donations, and fundraisers must be primarily used for operation costs and charitable activities relevant to the nonprofit’s mission. Employees are also paid a taxable salary. Directors will decide how to reinvest surplus revenue at the end of each year.
- What kinds of Wyoming businesses can be nonprofit?
To be eligible for tax exemption as a Wyoming nonprofit corporation, you must be an educational, literary, religious, scientific, artistic, or otherwise charitable institution. Examples include museums, children’s clubs, food banks, and social advocacy groups.
- Can nonprofits sell products in Wyoming?
Yes. It’s common practice for nonprofits to sell products; this is legal if the nonprofit sells donated goods. To do this, you must submit formal registration for permission to conduct fundraising activities.
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