Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in Wyoming with LegalZoom, we not only file your articles of incorporation with the Wyoming Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Wyoming corporation.
Wyoming Incorporation Information
Incorporating in Wyoming
The name of the Wyoming corporation may not contain language implying a different purpose from the purpose or purposes in the articles of incorporation. Furthermore, the name may not be the same as or deceptively similar to the name of any domestic or foreign profit or nonprofit corporation, trade name, trademark or service mark registered in the state, limited liability company, statutory trust company or limited partnership or other business entity.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
In addition, the name must contain one of the following endings (or an abbreviation of):
To incorporate in Wyoming, Articles of Incorporation must be filed with the Wyoming Secretary of State, Corporations Division. The Wyoming Business Corporation Act (Title 17, Chapter 16 of the Wyoming Statutes) requires that certain information be included in your Articles of Incorporation. The following is a summary of those requirements:
- Minimum Number of Directors: One or More
- Residence Requirements: None.
- Age Requirements: None.
- Listing Requirements: Directors are not required to be listed in Articles.
The articles of incorporation must set forth the number of shares the corporation is authorized to issue, , which may be unlimited. If more than 1 class of shares is authorized, the articles of incorporation must set a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation.
The incorporators or board of directors of a Wyoming incorporation must adopt initial bylaws 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.
A corporation has the officers described in its Wyoming incorporation bylaws or appointed by the board of directors in accordance with the bylaws. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
The bylaws or the board of directors must delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
The same individual may simultaneously hold more than one (1) office in a corporation.
Every Wyoming corporation must have a registered agent in Wyoming, the person designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit. The name and address of the registered agent must be listed in the articles of incorporation. In addition, the articles must be accompanied by a written consent to appointment manually signed by the registered agent.
Change of registered office or registered agent:
A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
Amendments to the Articles of Incorporation:
- The name of the corporation;
- The street address of its current registered office;
- If the current registered office is to be changed, the street address of the new registered office;
- The name of its current registered agent;
- If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment executed by the registered agent, either on the statement or attached to it; and
- That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth:
- The name of the corporation;
- The text of each amendment adopted;
- If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
- The date of each amendment's adoption;
- If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
- If an amendment was approved by the shareholders, the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and either (a) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment, or (b) the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
Annual statements are due by December first of each year. The tax is based on the corporate property and assets located and employed in Wyoming. The license tax is $50 or two-tenths of one million on the dollar ($.0002) of corporate assets, whichever is greater.
Financial Statements for Shareholders: A corporation must furnish, upon request, to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements.
If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis. If detailed financial statements are not prepared for the corporation on an annual basis, then a copy of its federal income tax return will satisfy the requirements of this section.
In addition, a corporation shall mail, upon request, the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest financial statements.
Wyoming corporations may be dissolved by filing Articles of Dissolution with the secretary of state. The articles of dissolution must state:
Income Tax Rate:
- The name of the corporation;
- The date dissolution was authorized;
- If dissolution was approved by the shareholders, the number of votes entitled to be cast on the proposal to dissolve; andeither (a) the total number of votes cast for and against dissolution or (b) the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
The State of Wyoming has no corporate or personal income tax.
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. Since Wyoming does not impose personal income tax, a subchapter-S election has federal, but no state, implications for Wyoming corporations with Wyoming-based shareholders.