Start a Corporation in Wyoming
Starting a Wyoming Corporation does not have to be daunting. We created this guide to make it easy for anyone to complete everything required to start a corporation consistent with Wyoming state statutes. Use this guide to do it yourself, or hire us to walk you through it and file for you. We make it easy and fool proof and charge only $39 + state fees. Plus you’ll get access to loads of other business tools and our expert Corporate Guides. We wish you luck on your new venture!
How to Start a Corporation in Wyoming
Follow these simple instructions to start your own Wyoming Corporation. We’ll walk you through everything from choosing a registered agent to filing your articles of incorporation. You can do it!
1. Name Your Corporation
If you’re starting a new business, you probably already know what you want to name it. However, Wyoming requires corporations to follow its naming rules, as outlined in WY Stat § 17-16-401. Your corporation’s name must:
- Contain “Inc.,” “Corp.,” or other acceptable abbreviation.
- Be “distinguishable” (unique) from other Wyoming businesses.
- Not include “LLC,” “limited partnership,” or any words or abbreviations that suggest your corporation is a different business type.
Note: Words that suggest your corporation is an educational institution (like “college” or “school”) require approval from the Department of Education, while words that suggest your corporation is a financial institution (like “bank”) require approval from the Division of Banking.
Already have a name for your corporation? Check to see if it’s available.
Yes, you can reserve your business name before filing your Articles of Incorporation. To reserve your corporate name, you’ll need to submit an Application for Reservation of Corporate Name to the Wyoming Secretary of State. The application costs $60 and will reserve your company’s name for up to 120 days.
The legal name of your corporation is the one listed on your Articles of Incorporation. Your trade name (also called an assumed business name) is any name you choose to do business under other than your corporation’s legal name or your personal name. In Wyoming, you are not required to register your trade name with the Secretary of State. However, if you want to register your trade name, you can file an Application for Registration of Trade Name ($100).
No. You aren’t legally required to register a trade name in Wyoming in the first place. If you choose to register your trade name, your registration will only be active for ten years. After that, if you’d like to keep your trade name active, you can file an Application for Renewal Trade Name Registration ($50).
2. Designate a Registered Agent
Per WY Stat § 17-28-101, every Wyoming corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
The Wyoming registered agent requirements are listed in WY Stat § 17-28-101. However, at minimum, your registered agent must:
- Have a physical street address in Wyoming.
- Maintain regular business hours (9am-5pm).
- Receive legal and state mail on behalf of your corporation and forward it to you quickly.
You sure can. However, keep in mind that you will be required to list your name and address on the Articles of Incorporation, which is a public record. You’ll also need to maintain regular business hours at this address and be available to accept legal documents in person.
Yes. To change your Wyoming registered agent, you’ll need to file an Appointment of New Registered Agent and Office form with the Secretary of State and pay the $5 filing fee.
3. Submit Articles of Incorporation
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Wyoming Articles of Incorporation. You’ll need to pay an additional $4 credit card fee if you choose to file online.
Note: All of the information included on this form will become public record.
You’ll need to include the following information in your Articles of Incorporation:
- Your full business name. Include an indicator like “Inc.”
- Close Corporation. Check the box if you want to form a Wyoming Close Corporation. Close corporations are small corporations subject to WY Stat § 17-17. Regulations for these corporations are different than those for regular corporations (such as different restrictions for transferring shares). Tip: Most corporations are not close corporations.
- Registered agent information. Include your registered agent’s name and physical address. PO boxes can only be listed in addition to a physical address.
- Mailing address. This can be a PO Box.
- Principal address. This must be a Wyoming street address.
- Authorized shares. For each class of shares (such as “Common” or “Preferred”), list the number of shares you wish to create. You must authorize at least one share.
- Wyoming Incorporator. Your incorporator signs your Articles of Incorporation. You must have at least one incorporator, and incorporators must include their names and addresses. Your incorporator can be a director, officer, or another person you authorize to submit your articles. Tip: We’ll be your incorporator when you hire Northwest to form your Wyoming corporation.
- Consent to receive service of process by email. If your registered agent can’t be reached, the Secretary of State will email legal notices to this address.
- Signature of Incorporators. Signature of whoever prepares and files the document.
- Contact person. If there’s an issue with your Articles of Incorporation, the Secretary of State will notify this person. You’ll need to include a name, phone number, and email.
- Registered agent consent form. This form is attached to the Articles of Incorporation and must be signed by your registered agent.
The filing fee is $100 ($104 for online filings). Online filings are processed by the state in about one day. All other forms of filing are processed in the order they are received—typically within 10-15 business days.
The information listed on your articles becomes part of the public record, so the best way to keep your personal information off Wyoming’s public record is to keep it off of this form. Wyoming is an awesome state for privacy protection, but only if you hire a Wyoming registered agent who will list their information on your filing documents in place of your own. If you don’t, you’ll miss out on the privacy perks of forming a corporation in Wyoming.
Wyoming Articles of Incorporation can be filed online, by mail, or in person. Online filings are processed in about one day. All other filings take about 10-15 days.
Mail and in person:
Wyoming Secretary of State
Herschler Building East, Suite 101
Cheyenne, WY 82002-0020
Online:
Wyoming Business Center
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4. Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Yes. The IRS requires corporations to get an EIN for their federal tax filings, and the Wyoming Department of Revenue requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add EIN service during checkout when you sign up for our incorporation service.
5. Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Wyoming Corporate Bylaws (including free Wyoming Corporate Bylaws templates), see our Wyoming Corporate Bylaws resource.
Yes. WY Stat § 17-16-206 (2019) notes that initial bylaws shall be adopted by the incorporators or board of directors of a corporation. You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Wyoming corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
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Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
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Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
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Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Wyoming bylaws can make other provisions as well, assuming additions are in accordance with state law. WY Stat § 17-16-206 (2019) gives examples of provisions bylaws can make, such as requirements regarding annual reports and financial statements to shareholders.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Actions that would ordinarily be determined at an organizational meeting can be taken without one if one or more consents describing the action are signed by each incorporator. An organizational meeting doesn’t have to be held in Wyoming.
7. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
To open a corporate bank account in Wyoming, you’ll need to bring the following with you to the bank:
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A copy of the Wyoming corporation’s Articles of Incorporation
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The corporation’s bylaws
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The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
8. File State Reports & Taxes
In Wyoming, corporations file an annual report each year, along with a license tax. Other than the license tax, Wyoming has one of the lowest tax burdens of any state.
The Wyoming Annual Report and License Tax is a combined filing you must submit each year. The first part of the process is the annual report, which is fairly straightforward. You will verify or update your company’s principal and mailing addresses, and the names and addresses of the corporation’s officers and directors. In the second part, you must list corporate assets located in Wyoming. The value of these assets will determine the amount of license tax fees.
A minimum of $60. The license tax fee is based on the value of your corporation’s assets owned or employed in the state, and the tax owed starts at $60 for companies with $300,000 or less in assets. Higher-valued corporations pay two-tenths of one mil per dollar for their license tax fee—so, for example, a company with $300,000 in assets will pay $60 as the fee for the Wyoming Annual Report and License Tax ($300,000 x 0.0002 = 60), while one with $1,000,000 will pay $200 ($1,000,000 x 0.0002 = $200).
Additionally, if you file your annual report online, there is a convenience fee that starts at $2 per filing. This fee increases with your license tax—increasing to $5 with a tax total of $101 or more, then $8.95 for tax totals between $250 and $500.
Corporations with license tax exceeding $500 cannot file online and must mail their Wyoming Annual Report and License Tax—however, the documents must still be filled out online before printing a physical copy.
The filing is due on the first day of your anniversary month (the month you first incorporated). For example, if you formed your business on April 17th, you’re required to file by April 1st each year. If you miss an annual report filing, the state will send a delinquency notice giving you 60 days to file before your corporation is dissolved.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Wyoming Annual Report and License Tax filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus any tax owed for the annual report fee.
Besides the annual license tax discussed above, Wyoming corporations have little in the way of state-level taxes to deal with. There’s no corporate net income tax, no personal net income tax, and no state gross receipts tax.
The Wyoming sales tax is also rather low at 4%. County sales tax rates of up to 2% can be added on as well, making the average total sales tax just over 5%.
Yes, if you sell products or services in Wyoming, you’re required to register with the Wyoming Department of Revenue for a Wyoming Sales/Use Tax License. You can register via Wyoming Internet Filing System for Business or by filing a Wyoming Sales/Use Tax License Application. You’ll need your EIN before you can register.
Ready to Start a Corporation in Wyoming?
