Everything You Need to Know About Wyoming Corporations:
Wyoming Incorporation Options
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How to Incorporate in Wyoming
To start a corporation in Wyoming, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online or by mail. The articles cost $100 to file. Once filed with the state, this document formally creates your Wyoming corporation.
Per WY Stat § 17-28-101 (2019), 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.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://wyobiz.wyo.gov/Business/FilingSearch.aspx and search until you find the perfect name for your corporation.
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. Follow along with our filing instructions below:
Filing the Wyoming Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Wyoming business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $35 out the door with our VIP monthly payment option.
1. Corporation Name
Your name can’t be the same or deceptively similar to any other businesses operating in Wyoming, or suggest that your business has a different purpose than it actually does (like calling your restaurant a “fueling station.” Tip: While it’s not required in state statutes, most businesses also include a corporate designation, such as “Corp” or “Inc.”
2. Close Corporation
If you’re forming a close corporation, you can tick the box in this section. 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.
3. Registered Agent and Address
For your Wyoming registered agent, list either an individual Wyoming resident (like yourself) or an entity authorized to do business in Wyoming (like Northwest). You’ll also need to list the Wyoming street address where the agent will accept legal notifications. Your agent will have to complete a “Consent to Appointment” form and submit it along with your articles.
4. Mailing Address
Where would you like your mail to go (other than legal notifications—these go to your registered agent)? You can use a PO Box for this address. Better yet, list our address when you hire us.
5. Principal Office Address
This is the main business office of your Wyoming corporation and must be a street address. Tip: Hire Northwest as your registered agent and you can use our Wyoming address instead of your own.
6. 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.
7. 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.
8. Contact Person and Information
If you list your personal phone number and email here, they will become part of the permanent public record of your corporation—meaning it can be accessed by telemarketers and spammers. Tip: Help maintain your privacy. If you hire Northwest, you can put our phone number and email here instead.
Why Have a Registered Agent Form Your Wyoming Corporation?
Professionals in Wyoming hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We own our own building in Rock Springs, WY. We’re on a first name basis with the people who work in the Secretary of State’s Business Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Rock Springs registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Cheyenne, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (10 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our incorporation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Wyoming. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Wyoming Corporation Is Formed?
After your Wyoming Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my Wyoming corporation need an EIN?
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.
How do I get an EIN for my corporation?
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 on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. 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.
Do I need bylaws for my Wyoming corporation?
Yes. Wyoming Statute § 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.
What should bylaws include?
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:
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?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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?
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?
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?
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. For example, WY Stat § 17-16-1602 (2019) states that the right of shareholders to inspect a corporation’s records cannot be abolished or limited by a company’s bylaws—though bylaws can allow those rights to be expanded.
How do I write bylaws?
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.
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.
Are there any special rules for Wyoming organizational meetings?
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.
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.
How do I open a bank account for my Wyoming corporation?
To open a corporate bank account in Wyoming, you’ll need to bring the following with you to the bank:
A copy of the Wyoming corporation’s Articles of Incorporation
The corporation’s bylaws
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.
File Wyoming 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.
What is the Wyoming Annual Report and License Tax?
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.
How much is the Wyoming Annual Report and License Tax?
A minimum of $50. 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 $50 for companies with $250,000 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.
When is the Wyoming Annual Report and License Tax due?
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.
What should I know about Wyoming corporate taxes?
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 5.281%.
Do corporations have to register with the Wyoming Department Of Revenue?
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.
Wyoming Corporation FAQs
How can I submit the Wyoming Articles of Incorporation?
You can file Wyoming articles online or by mail. Mailed filings must be submitted to the following address:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
How much does it cost to start a Wyoming corporation?
The filing fee is $100, but if you file your Wyoming Articles of Incorporation online, you must also pay a $2 convenience fee for a total of $102. If you choose to mail your articles, there is no extra charge.
Hire us for a one-time fee of $325, including the state filing fees, a year of registered agent service, and more. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start a Wyoming corporation?
Filing online is the fastest method—articles are generally processed within a day. If you prefer filing by mail, document processing usually takes 3 to 5 days.
If you hire Northwest to start your corporation, we file online and typically have your Wyoming corporation formed within 24 hours.
Does a Wyoming corporation need a business license?
There’s no general, statewide business license required in Wyoming, but some cities and counties have local requirements. For example, while Cheyenne and Laramie only license specific business activities, Jackson requires all businesses to obtain a license and renew it each year.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Wyoming corporation?
A corporation formed outside of Wyoming—but which conducts business in the state—is considered a foreign Wyoming corporation. For example, if you incorporated in Montana but decide to open a storefront in Wyoming, you would be a foreign Wyoming corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Wyoming Secretary of State. Foreign corporations are required to file the Wyoming Annual Report and License Tax each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Incorporating a Wyoming nonprofit requires a lower filing fee, just $27. Wyoming nonprofits do not pay a percentage-based state license tax the way profit corporations do, but must pay a $25 fee when filing an annual report each year.
What if I need Wyoming mail forwarding?
Mail forwarding is important for many business owners – including those who form corporations in Wyoming but live outside the state, or those who prefer to not have personal documents like bank statements delivered to the office where anyone can open them. At Northwest, we include limited mail forwarding with our registered agent and formation services. For more robust needs, we also offer unlimited mail forwarding with a unique suite number via our premium Wyoming mail forwarding service.
How can I get a Wyoming phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Wyoming Incorporation Service
Our Wyoming incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Wyoming Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Wyoming Secretary of State has approved your filing, we notify you that your Wyoming corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.