There’s two ways to start a corporation in Wyoming:
- You can start a Wyoming corporation by following the steps below.
- Hire us for only $149 and get a great deal by saving yourself time and frustration.
Either way, you’ll pay $100 to file your Articles of Incorporation. That’s how much the state charges. If you hire us, our professional filers will form your corporation in Wyoming for free! Your fee to us covers the state fees and includes a year of Wyoming registered agent service. That’s it! We don’t have add-on’s or keep any tricks up our sleeves—just great service at an amazing price! You can’t find a better price because we do your filing for free. It’s $149 total, out the door, for a Wyoming corporation. We also include corporate bylaws, stock certificates, and resolutions: that’s everything you need to start your Wyoming corporation today!
What is a Wyoming Corporation?
A Wyoming corporation creates an alternate identity for the business owners (shareholders). A Wyoming corporation is created by promulgating Articles of Incorporation, which is a set of proclamations made by the incorporator issuing the ability to form the alternate identity on behalf of the shareholders, thus creating a Wyoming corporation. The incorporator must set forth the Articles of Incorporation with the Wyoming Secretary of State.
Steps to Forming a Corporation in Wyoming
Obtain the Articles of Incorporation
By filing Articles of Incorporation, your company will legally exist and be registered with the state to conduct business.You can click on the link below to download a copy of Wyoming Corporation Articles of Incorporation.
You can also now complete the Articles of Incorporation online on the secretary of state’s website, completing that task online will create your Wyoming corporation instantly.
When you form a Corporation in Wyoming, you are required to name your corporation. A Corporation’s name must 1) comply with Wyoming state law, and 2) not be currently registered with the Secretary of State.
To determine if your Corporation name is already in use, you can do a Business Name Search. Note that even if a name is listed as available, the Secretary of State may reject your name. The Secretary of State is the final authority on the availability and confirmation of your company name.
Name and physical address of its registered agent
In order to form a Wyoming Corporation, you are required by law to appoint a Wyoming registered agent. A registered agent is either a resident individual or a business that agrees to accept service of process (notification of a lawsuit), as well as other business mail, on behalf of businesses.
All registered agents must have a physical address within the state. This location is called a registered office. Process servers will deliver service of process to the registered office in order to inform a business that they are subject to a filed lawsuit.
WS 17-28-107 explains the various duties of Wyoming registered agents.
Your company’s mailing address does not have to be a physical location. The business office address could be any one of a corporation’s multiple offices. A principal business office is where your Wyoming Corporation keeps your company records. These include copies of your annual reports, your financial records, and your corporation’s business documents (such as Bylaws and Articles of Incorporation). The principal office address must be a physical street location.
Number and class of shares the corporation will have authority to issue
A Wyoming Corporation authorizes and issues shares of stock to its shareholders, which is how the ownership of the Corporation is determined. If you own shares of the company’s stock, you are an owner.Stock is first authorized on the Articles of Incorporation. You must decide upon a total number of shares of authorize. Once the Wyoming Corporation is formed, you will have an initial shareholders meeting, and stock will be issued to shareholders. You are not required to issue all of the stock that has been authorized.
Think of Authorized Stock as a pie. The total number of Authorized Stock makes up the whole pie. When you give out stock to shareholders, you are giving out Issued Stock. Issued Stock is like slices of the pie. You give out a certain number of slices, but you can also keep slices for later.
There are two Classes of Stock: Common Stock and Preferred Stock. Common Stock designates ownership and a basic voting right at shareholder meetings. Preferred Stock comes with special benefits, which you will have to decide if you want to authorize any. You do not have to authorize anything other than Common Stock.
The Incorporator is the individual who has prepared and filled out the Articles of Incorporation. If you have done this yourself, then this is you.You must list full names and physical addresses.
All Incorporators print, sign and date.
Consent to Appointment of Registered Agent
In paper format, the Wyoming Articles of Incorporation has three pages. The third page is a consent form to be filled out by your Wyoming registered agent. The form gives the consent of the agent and is legal proof that the agent has agreed to represent your Wyoming corporation.
If you file online the consent form is much simpler. You simply click a box stating that the registered agent has give you his/her/its consent.
If you hire Buffalo Registered Agent to form your Wyoming corporation, we will handle all the filings, so you don’t have to think about it.
File Articles of Incorporation With the Wyoming Secretary of State
You technically have three options for filing the Articles of Incorporation: hire us (rest easy that the corporation has been formed correctly and you don’t have to sweat registered agent agent service, which is included for $49 a year); file online (the fastest and simplest way to do a filing in Wyoming);
Or you can suffer and do the paper filing and mail it in (if that’s your choice, do the following):
*Collect the Consent to Appointment form from your registered agent
*Mail the Articles of Incorporation and Consent to Appoint, as well as a check or money order for $100, to:
Wyoming Secretary of State
State Capitol Building
200 West 24th Street
Cheyenne, WY 82002-0020
- File online or hire us–those are really your two options.
Creating Corporate Bylaws
Your Corporate Bylaws are possibly the most important document for your business. The Articles of Incorporation form your corporation, but the Bylaws address two specific things: 1) the ownership of your Wyoming Corporation, and 2) how your Wyoming Corporation operates.
Things to Know:
- If you hire us to form your corporation, we include corporate bylaws with our service
- Corporate Bylaws are internal and are not filed with any government agency
- Bylaws are not part of the public record (unless your corporation goes public and sells stock on a public stock exchange)
- There are not legal requirements for writing Bylaws
- Corporate Bylaws should address the specific needs of your company
Corporate Bylaws are where the ownership of your Wyoming Corporation is determined, at least initially.
Corporation owners are known as shareholders, because they own “shares of stock” of the company. The Bylaws detail the type and amount of shares of stock each shareholder owns. It acknowledges what each shareholder paid or contributed for their shares, as well as the rights and responsibilities of each shareholder.
Corporate stock is authorized on the Articles of Incorporation, but it is in the Bylaws that the stock will be issued. This can be quite simple, or it can be very complicated.
For a simple example, you can form a Wyoming Corporation and authorize 100 shares of common stock on your Articles of Incorporation. You and your spouse own the company, and so in the Bylaws you issue 50 shares of stock to yourself and 50 shares to your spouse. Now you both own half the company and are equal partners in all decisions.
Bylaws outline the operations of your corporation on a broad scale. Well-written Bylaws are critical, because they can help your company avoid troublesome and difficult issues in the future.
First of all, the Bylaws need to designate the initial Directors and Corporate Officers (President, Secretary, Treasurer). The duties, rights and responsibilities of these positions should be clear and detailed. This well help ensure that people understand what they are expected to do in their respective roles.
Bylaws should address when annual meetings will be held, as well as where, and all meeting procedures. How voting will be conducted, as well as whether or not a quorum is necessary (a quorum is a certain number of shareholders necessary to hold a vote) should be determined.
As well, Bylaws should detail how conflicts of interest will be handled and how amendments can be made to the Bylaws in the future.
What to Do After You Register a Wyoming Corporation
Apply for an Employer Identification Number
All Corporations must apply for an Employer Identification Number (also called a Federal Employer Identification Number) from the IRS. The IRS issues EINs (or FEINs) to businesses in order to identify them for tax purposes, the same as it issues Social Security Numbers to individuals. An EIN specifically tracks contributions to Medicare and Social Security.
To obtain an EIN, you must file Form SS-4 with the IRS. To do so, go to the IRS website and apply online.
Open a Business Bank Account
Once you form a Corporation in Wyoming, you will need to open a business bank account. Your company account will be used to make business purchases, pay employees and taxes, and take in revenues from your customers. It will be kept separate from the personal accounts of shareholders.
While each bank branch is different and will have its own particular requirements for opening accounts, most banks require at least the following documents: a copy of your filed Articles of Incorporation, your EIN, a copy of your Corporate Bylaws, and a copy of your Initial Resolution.
Bank accounts must be opened in person. The individual opening the account must be authorized to do so. Authorization can be granted in the Corporate Bylaws and the Initial Resolution.
File the Wyoming Annual Report
After you form a Wyoming Corporation, you are legally required to file an Annual Report each year. The Annual Report must be filed by the first day of the month of incorporation. If you incorporated your company on October 25, you must file the Annual Report by October 1.
You can file your Wyoming Annual Report online. The fee is $50, plus a $2 online convenience fee. If you do not want to pay the additional $2, you can fill out the report online, print it and mail it to the Secretary of State. If your corporation has more than $250,000 in assets within the state, your Annual Report fee is calculated by multiplying the total value of your in-state assets by $.0002.
If you fail to file a an Annual Report, the Secretary of State will dissolve your Corporation.
Wyoming Corporation Fees
|Articles of Incorporation||$100|
|Name Reservation||$50 (not required)|
|Our Registered Agent Fee||$49|
|Annual Report||$52 (includes $2 online convenience fee)|
|State Income Tax||None|
|State Corporate Tax||None|
Why Form a Corporation?
Corporations are the oldest business structure in the world. This benefits you since it means that there are centuries of business case law involving corporations, and as a result anyone forming a corporation can steer a predictable path through any possible lawsuit.
When Corporations end up in court, it is generally very clear from the beginning exactly how the case will end up, because lawyers and judges can look at thousands of previous cases. Indeed, Corporations can avoid lawsuits by the same means, by looking at the numerous examples of where Corporations have gotten into trouble in the past.
An LLC, by comparison, does not have much legal history (the LLC began—in Wyoming—in 1977). This means there is far less precedent to draw from, and far more uncertainty. Many states don’t even have specific laws to address LLCs (Wyoming does), and thus it is unclear exactly how LLCs will be handled in legal cases.
Corporations benefit from their long history in another way: they are generally associated with professionalism and success.
One of the greatest challenges a business faces is convincing customers to trust the company and purchase the product or service. When you form a corporation, you are automatically granted the respectability and prestige associated with terms such as CEO, Board of Directors and Stock Options.
Generally, when companies make a profit, the profit is distributed in some way to its owners. For LLCs, the profit is divided between members and paid out as a distribution. For Corporations, profits are given as dividends associated with shares of stock.
But unlike an LLC, a Corporation can choose to reinvest profits back into the company instead of issuing them out to its shareholders. This keeps the money within the company, providing funds for paying off debts and fueling growth.
Note: If your primary concern for starting a corporation in Wyoming is asset protection, you may want to consider forming a Firm LLC™. We created this entity to allow our clients to maximize our states limited liability protections.
Wyoming Corporation Advantages
Here at Buffalo Registered Agent, we happen to believe that Wyoming truly is the best state for business. We believe that not just because we live here, but because we honestly think this is the truth.
Below are some of our reasons.
Wyoming is Cheap
Consider that in Wyoming there is:
- No corporate tax
- No personal income tax
- No business franchise tax
- No business licensing fees
- No share certificates required
- Minimal filing fees
By comparison, let’s look at Delaware. In Delaware, you will pay a corporate tax every year, personal income taxes every year, franchise taxes every year, and annual fees starting at $300.
Or Nevada, where you will pay a $125 officer filing fee in addition to all formation costs, as well as a $200 annual business license fee.
Incorporating in Wyoming will save you money. It’s as simple as that.
Wyoming Offers Real Privacy
A Wyoming corporation is unable to maintain long-term privacy. On the first annual report, a corporation’s officer or director must sign and list their name and address. To maintain long-term privacy, please consider a Wyoming LLC.
However, other states, most notably Nevada, pitch themselves as privacy centered business states. Incorporate here, they claim, and you can keep your information off the public record. Nevada even goes as far as refusing to share information with the IRS, a practice it states protects your privacy.
Here in Wyoming, though, your privacy is not an evasion of the law. Instead, it is built into our state statutes. Wyoming uses legitimate laws to keep business owners protected.
In Wyoming, there is:
- No initial list after filing
- No Department of Revenue for taxes
- No name-based searchable database open to anyone with an internet connection
If keeping your information out of the public record is important to you, Wyoming is the best state to incorporate. Privacy here is real and backed up by the law.