How to Incorporate in Wyoming

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If you’re looking to incorporate in Wyoming, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form P-ArticlesIncorporation: Profit Corporation Articles of Incorporation
  • Form RAConsent: Consent to Appointment by Registered Agent
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $100
  • Incorporation: ~3-5 business days. No expedite service.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Wyoming".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Wyoming".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Wyoming Secretary of State - Business Division
    Name Reservation: Optional
    Suffix Requirements:

    Not required.
    Wyoming Statutes §17-16-401

  3. Appoint a Registered Agent

    Identify the corporation’s Wyoming registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  4. File Wyoming Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Wyoming Secretary of State - Business Division
    Form:

    Incorporation Articles

    Filing Method:

    Mail or online

    Agency Fee:

    $100

    Turnaround:

    ~3-5 business days. No expedite service.

    Law:

    Wyoming Business Corporations Act

    Notes:
    • Submit the original signed document. The state will e-mail you with an electronic certificate for evidence of filing.
    • The Articles of Incorporation form must be accompanied by an originally signed Consent to Appointment by Registered Agent form.
    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
    Wyo. Stat.& sect;17-16-1601

    Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (Wyo. Stat. §17-16-206). You will review and ratify the bylaws at your first board of directors meeting.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with Wyo. Stat. §17-16-205. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
    • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Wyoming State Tax Identification Numbers/Accounts

    Wyoming does NOT offer a consolidated state tax registration application. Apply for individual business tax accounts as needed.

    • Wyoming does NOT levy corporate income tax.
    • Wyoming does levy excise/sales/use, mineral, and property taxes.

    Agency:Wyoming Department of Revenue
    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Wyoming Business License

    Not required



    General Business License licensure is not required on the State level in Wyoming.

    Wyoming does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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