How to form a Wyoming corporation

Benefits of a corporation

A corporation is a legal entity with its own money, property, and financial obligations. If a corporation is sued or has financial difficulties, the owners can only lose the amount they have invested in the corporation. Their homes, cars and life savings, for example, are protected. This is known as “limited liability,” and it is one of the main reasons people form corporations.

A corporation continues to exist beyond the lives of its owners and offers additional benefits, such as potential tax deductions and the facility to transfer shares from one shareholder to another, which can also make it more attractive to outside investors.

Requirements for incorporating in Wyoming

Preparing your articles of incorporation

To form a corporation, you need to file articles of incorporation with the Secretary of State and pay a filing fee. Your corporation’s existence begins when you file the articles, unless the articles specify a later date. The following is the minimum information that must be in the articles of incorporation:

• Name of the corporation
• Stock structure
• Registered agent, registered office, and signed consent
• Names and addresses of incorporators

In regard to stock structure, the articles of incorporation must list the number of shares the corporation is authorized to issue. If there is more than one class or series of shares authorized, the articles must state the classes or series, the number of authorized shares in each and a distinguishing designation for each class or series.

Before shares in a class or series are issued, the articles must describe the preferences, limitations and relative rights applicable to that class or series.

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Naming your corporation

Your corporation’s name must be available for use in Wyoming. To check a name’s availability, you can search names on the Secretary of State’s website.

You can reserve a corporate name for 120 days by filing an application with the Secretary of State.

Unlike in other states, your corporation’s name does not have to contain a corporate identifier such as “corporation,” “incorporated,” “corp.” or “inc.” However, the name may not be the same as, or deceptively similar to, any trademark or service mark registered in Wyoming. The name must also be distinguishable from any other business name in the Secretary of State’s records.

Specifying incorporators

An incorporator’s chief responsibility is to file articles of incorporation with the Secretary of State. You must adhere to the following conditions when specifying incorporators:

• The names and addresses of the incorporators must be included in the articles of incorporation.
• Every corporation must have at least one incorporator.
• A person or an entity may serve as incorporator.
• If the articles of incorporation name initial directors, the incorporators’ duties end when the articles are filed. If the articles do not name directors, the incorporators must elect directors and may also adopt bylaws.

Specifying directors

Corporate directors focus on a corporation’s “big picture” issues, such as strategy and policies, and oversee its officers, who manage the corporation’s day-to-day business. The following requirements apply when specifying directors for your corporation:

• A corporation may have one or more directors. Although Wyoming state law does not prescribe a maximum number of directors, the number should be stated in either the articles or bylaws.
• Directors do not have to be shareholders or Wyoming residents unless required by the articles of incorporation or bylaws. The articles or bylaws can also establish other eligibility criteria for directors.

Specifying a registered agent and registered office

A registered agent receives notices, lawsuits, and other official correspondence on behalf of the corporation and is responsible for forwarding that correspondence to the corporation. The registered office is the agent’s business office.

The following requirements apply when specifying a registered agent and registered office for your corporation:

• The articles of incorporation must list the name of the registered agent and the street address in Wyoming of the registered office. A post office box or drop-box address is not acceptable.
• The registered agent must sign a consent to act as agent.
• The registered office may be the same as the corporation’s place of business.
• A registered agent may be a Wyoming resident who is at least 18 years old or a business entity authorized to transact business in Wyoming. The agent may be a registered commercial registered agent. The registered agent’s business address must be identical to the registered office.

Stating a corporate purpose

The purpose of every Wyoming corporation is to engage in any lawful business. It is not necessary to state any additional purpose in the articles of incorporation, unless you want to limit your business to a particular purpose.

Determining incorporation bylaws

A corporation’s bylaws provide details about the way a corporation will be organized and the rules and procedures it will follow. Bylaws typically include such matters as the number and terms of directors, the duties of officers, the manner in which reports are issued to shareholders, and the way that shareholder meetings are to be conducted. Bylaws are not filed with the Secretary of State.

The following conditions must be met in regard to bylaws:

• The directors or incorporators must adopt bylaws.
• Bylaws must not conflict with the law or the articles of incorporation.

Costs of incorporating in Wyoming

The Wyoming Secretary of State requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay federal income taxes. Wyoming does not have a state corporate income tax.

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