Form a Wyoming Business Entity
The first step in starting a business is deciding what entity structure you want to use. Most entrepreneurs start either a limited liability company (LLC) or a corporation. Each entity has its own advantages and disadvantages.
- Simpler to manage
- Pass-through taxation (no double-taxation)
- Fewer compliance regulations
- Greater prestige
- Long standing legal precedent
- Built-in reinvestment management
This is not an exhaustive list by any means. You can read our extensive guides for forming Wyoming LLCs and Wyoming Corporations to learn more about each entity. You should carefully consider which entity structure will work best for your business.
Register a Business Entity with the Secretary of State
Choose a Name
When you name your business, there are two considerations to keep in mind. First, your company name must include an entity identifier (such as Corp for corporations or LLC for limited liability companies). Second, the name you select must be distinguishable from all other entities that have already registered in Wyoming.
You can do a business name search to check on the availability of entity names.
Write Bylaws/Operating Agreement
Every Wyoming business needs a governing document. A governing document addresses two aspects:
- The ownership of your business
- The management of your company
An LLC is governed by its Operating Agreement. A Corporation is governed by its Corporate Bylaws. You do not file your governing document with any agency. It is strictly an internal document.
Your governing document first lays out the ownership of your company. In the case of a Wyoming LLC, this would be the ownership percentage each of your members will receive, as well as what they have contributed in return for that percentage (generally, a member’s ownership percentage is in relation to the value of their initial contribution). For Wyoming Corporations, this means determining the amount of stock each shareholder will receive, as well as their initial contribution.
It is also important to include any rules or regulations for how ownership can change: how new members or shareholders can buy into the company, as well as how current owners can sell out.
An LLC can be managed by its members (member-managed) or by a manager(s) (manager-managed). Your Operating Agreement should explain which structure you will use, as well as the rights and responsibilities of both members and managers.
A Corporation will need to set the initial Board of Directors and appoint the initial corporate officers (President, Secretary, Treasurer, etc.). Bylaws should detail the exact duties and responsibilities for each position to eliminate any future confusion.
File Articles with Secretary of State
Now you are ready to form your business with the state. To form a business entity, you must file a formation document with the Secretary of State.
- Wyoming LLC: Articles of Organization
- Wyoming Corporation: Articles of Incorporation
You can hire a corporate filing service to handle these filings for you, but we have written extensive guides on how to form a Wyoming LLC and how to start a Wyoming Corporation. Our guides walk you through filling out and filing your Articles step by step.
The Secretary of State charges a filing fee of $100 to process your Articles.
Wyoming state law requires you to appoint a Wyoming registered agent on your Articles. A registered agent accepts service of process (notice of a lawsuit against your company) on behalf of your business.
Apply for Employer Identification Number (EIN)
An Employer Identification Number is issued by the Internal Revenue Service (IRS). It is also known as a Federal EIN or FEIN. An EIN is used to identify your company for federal tax purposes.
Not every business in required to obtain an EIN. All Corporations must have an EIN, but an LLC may be exempt.
To determine if you need an EIN, the IRS provides the following test. If you answer Yes to any of the following questions, you are legally required to have an EIN.
- Do you have employees?
- Do you operate your business as a corporation or partnership?
- Do you file any of these tax returns: Employment, Excise, or Alcohol, Tobacco and Firearms?
- Do you withhold taxes on income, other than wages, paid to a non-resident alien?
- Do you have a Keogh plan?
- Are you involved with any of the following types of organizations:
- Real estate mortgage investment conduits
- Non-profit organizations
- Farmers’ cooperatives
- Plan administrators
If you need an EIN, you can learn how to get an EIN for a Wyoming Corporation or how to obtain an EIN for a Wyoming LLC.
Open Bank Account
After you have formed your business, you will want to open bank accounts to process the monetary transactions of your company. You can open a Wyoming LLC business account or Wyoming Corporation business account fairly easily.
The bank will want to see the following documents:
- Articles of Organization/Incorporation
- Operating Agreement or Corporate Bylaws
- Initial Resolution Authorizing Opening of Accounts
Every bank will have specific requirements for creating and maintaining business accounts. You should call the local branch where you intend to open an account to get a complete list of requirements.
Acquire Business License
Not every company needs a specific business license. However, if you are doing business in an industry that is regulated and requires licensing, you must obtain a license from the appropriate agency before beginning operations in Wyoming.
The following industries are regulated by state agencies:
- Food (WY Department of Agriculture)
- Banking (Banking Division of the WY Department of Audit)
- Fire Prevention and Electricians (WY Fire Marshall)
- Insurance (WY Insurance Department)
- Transportation (WY Department of Transportation)
- Wildlife (WY Game and Fish Department)
Wyoming also requires licenses from various professions, which are overseen by state licensing boards. These professions range from law and medicine to barber and athletic training. If your profession requires licensing, you cannot do business in Wyoming until you are properly trained and licensed.
Apply for Unemployment & Workers Compensation
If you are going to hire employees (even part-time) for your Wyoming business, you must apply for Unemployment Insurance and Workers Safety and Compensation Insurance.
Unemployment and Workers Compensation are applied for through the Wyoming Department of Workforce Services. You can register for both programs at the same time by filing a Joint Business Registration online.
Non-resident Wyoming employers are also required to file a minimum of an $11,000 Non-resident Employer’s Surety Bond with the Department of Workforce Services if their monthly wages are more than $10,000. The bond must be kept in place for at least two-years.
You can also download a printable form and mail/fax the form to:
PO Box 2760
Casper, Wyoming 82602
Register with Department of Revenue
While there are no income or corporate taxes in Wyoming, the majority of businesses will still need to register with the Department of Revenue. Wyoming does have sales tax and excise taxes, which are paid through the Department of Revenue.
To register, you must submit a Sales/Use Tax form to the Excise Tax Division. There is a $60 non-refundable application fee. Original signatures are required, so the document must be sent by mail. Corporations must submit evidence of registration with the Secretary of State along with the application.
Forms can be mailed to:
Wyoming Department of Revenue
Excise Tax Division
122 W 25th Street, Herschler Bldg.
Cheyenne, WY 82002-0110
Hold First Company Meeting
The first official meeting of your Wyoming company will need to address certain basic business maintenance issues. Much of the first meeting agenda is housekeeping:
- Ratify Operating Agreement/Corporate Bylaws
- Appoint Managers/Directors/Officers
- Ratify Ownership Percentages/Shares
- Approve Set Up of Bank Accounts
- Approve Other Relevant Resolutions
In a technical sense, without ratifying and approving these various items, your Wyoming business cannot operate. However, in a very small company, this clearly can be done in a few minutes.
File Annual Report
After you have formed a Wyoming business, you will be required to file an Annual Report every year with the Secretary of State. You can file an Annual Report online, which is faster and more efficient than a paper filing.
There is a $60 filing fee (plus a $2 service fee if you file online). The fee is the same for LLCs and Corporations.
The deadline for filing is the first day of the anniversary month of your formation. If you formed your Wyoming business on October 15, then your Annual Report due date will be October 1.
Companies failing to file an Annual Report will be administratively dissolved within 60 days.