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Forming a business in Wyoming can be exciting, but you likely have many questions about getting it off the ground. With a Wyoming corporation, the formation process can be rather simple once you know the correct steps.
We’ll walk you through how to set up a corporation in Wyoming.
Your Wyoming corporation is officially established once you register it with the Wyoming Secretary of State. This is done by submitting your Articles of Incorporation. However, before you can file, you’ll have to do a little bit of legwork. Here are 10 steps you’ll need to follow in order to form a Wyoming corporation.
First, you’ll need to choose a name for your Wyoming corporation. This can be tricky since you’ll want a name that suits your marketing purposes and best represents your company. You also need to ensure your 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 database. In Wyoming, you must choose a unique name for your corporation, so run each through it and settle on a distinct name that’s available.
Nearly all states require a corporation to have a “designator” in the name like “Inc.” or “Company.” However, Wyoming doesn’t have this requirement. Still, having something in your 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 fee, and you can file this via mail. This reserves your name for 120 days. We can also help you reserve your name.
You’ll also want to see if a trademark currently exists for your name. You can look at the state level, and if none exists, you can get one via mail with a $25 fee. At the federal level, you’ll want to look through the United States Patent and Trademark Office (USPTO) database to determine if there’s an existing trademark.
If you plan to do business under a name that’s different from your official corporation name, you can obtain a trading 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 filing fee and the form must also be notarized.
Now you’re ready to pick 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 will represent your business’s best interests. They’ll also maintain the company’s bylaws.
You should also select an incorporator to sign your business’s Articles of Organization.
All Wyoming corporations must have a registered agent. A 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 registered agent will also get correspondence during normal business hours on weekdays, so they should be available at their office during those times.
You can serve as your own registered agent or pick a director for your Wyoming corporation. There are some disadvantages to this, however. They include:
It’s time to officially register your corporation with the state of Wyoming by submitting your Articles of Incorporation. You must be officially registered in Wyoming before your company can operate.
You can file your Articles of Incorporation through the Wyoming Online Services portal. You’ll select the type of entity you’re creating (profit corporation) and select “next.”
To complete the registration, you’ll need to include the following:
There is a fee of $100. You can also file via mail to the Wyoming Secretary of State.
Now that your business is registered in Wyoming, it’s time to create your corporate bylaws. A corporation’s bylaws help detail the 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 about shares.
Wyoming law requires the incorporator and directors to meet to decide bylaws, although they don’t have to be filed with the government. These bylaws should be drafted into a written agreement and kept with your corporate records.
Next, it’s time to draft a shareholder agreement. This is an agreement between the corporation and the shareholders. It will uphold the operational structure set forth in the bylaws but contains more insight into shareholder rights and responsibilities. It will also discuss financial matters, including stock shares.
Each shareholder should read and sign this agreement.
Now, it’s time to start issuing shares of stock. In Wyoming, a corporation 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 usually 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).
Wyoming does not require a corporation 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 check 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 if you have every federal, state, and local license and permit your business may need. You’ll have to do some research or have someone do it for you.
In this next step, you’ll officially register your Wyoming corporation with the 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 employees and pay them, file taxes, and open a business bank account. Note that a business bank account can really help with your company’s finances.
You can get an EIN in minutes through the IRS website. The process is free, and you’ll get your EIN directly afterward. You can also get one with us
Wyoming has no tax at the corporate or personal level, so you’ll only pay it at the federal income level. However, there is a license tax along with your corporation’s annual report. If your corporation has $250,000 or less in assets, you’ll be charged the minimum tax of $50. See Wyoming’s rules for computing the tax if your corporation has more than this in assets.
If your Wyoming 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.
The last thing you’ll need to do is submit your corporation’s annual report to the Wyoming Secretary of State. 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.
You can also file your annual report with us instead of the Wyoming Secretary of State.
The amount you’ll pay to form your Wyoming corporation differs depending on whether you seek outside consultation or a variety of other factors. The administrative fees include:
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 have any questions about forming a Wyoming corporation, then we can help. Our formation plans save you time on the entire Wyoming corporation setup process.
When starting 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:
A few downsides include:
Here is how each corporation type is taxed:
When you register your company, you’ll automatically be listed as a C corporation unless you select differently.