How to Form a Wyoming Corporation

Step 3: Hold an organizational meeting to draft bylaws and appoint directors

Wyoming corporations may have one or more directors who focus on corporate strategy and policies, and are responsible for major corporate decisions. Directors do not need to be shareholders or Wyoming residents.

Typically, incorporators will hold an organizational meeting to adopt initial bylaws for the corporation and elect a board of directors. You must have at least one director, but Wyoming does not place a limit on the number of directors you can appoint.

Your Wyoming corporation’s bylaws will govern initial operations. This is an internal document and does not need to be filed with the Secretary of State’s office. Some typical provisions that are included in bylaws are:

• Number and terms of directors
• Director meeting procedures and voting requirements
• Officer positions, duties, and appointment procedures
• Shareholder meeting procedures and voting rights
• Share transfer restrictions and procedures
• Amendment procedures for bylaws
• Corporate record-keeping requirements
• Indemnification provisions for directors and officers

Step 4: Issue shares and establish stock records

You’ll need to issue shares to initial shareholders according to the authorized stock structure set forth in your articles of incorporation. This includes collecting payment for shares and issuing stock certificates or maintaining electronic records of the issuance. 

It’s important to maintain accurate records of all share distributions, including the shareholder names and addresses, the number of shares owned by each shareholder, and any transactions.

Step 5: Obtain federal employer identification number (EIN)

EINs are federal tax tracking numbers. You’ll need an EIN when you file your corporate tax return, and they are also sometimes required for other purposes, such as obtaining a business bank account or hiring employees. You can apply for an EIN online on the IRS website.

Step 6: Register for Wyoming state taxes and business licenses

While Wyoming has no state corporate income tax, you will need to register for:

• Wyoming sales and use tax (if selling taxable goods or services)
• Wyoming unemployment insurance tax (if hiring employees)
• Workers' compensation insurance (if required for your business type)

You’ll also likely need to apply for one or several business licenses, depending on the type of business you’re opening. While Wyoming does not have a state-wide general business license requirement, local municipalities may have their own licensing requirements.

Additionally, you may need federal licenses if you operate in regulated industries such as agriculture, firearms sales, and food preparation. And you may need professional licenses and certifications to provide services such as accounting, real estate, and healthcare. You can contact the Wyoming Department of Revenue for specific requirements.

Step 7: Open a corporate bank account

A corporate bank account further separates you from your business, which can help preserve liability protection. Requirements may vary by financial institution, but you’ll typically need to provide a certified copy of your articles of incorporation, your EIN, and other documents that verify your corporation’s existence.

Step 8: Establish an ongoing compliance calendar

Corporations must file an annual report with the Wyoming Secretary of State by the first day of the anniversary month of their formation. Filing this annual report on time is essential if you want your corporation to remain in good standing with the state.

Additionally, you’ll have to keep track of your business licenses renewals, file federal tax returns, and hold annual shareholder meetings with meeting minutes and accurate records. Staying on top of these compliance essentials is critical to ensure you continue to operate lawfully.

LegalZoom’s business formation services can help make it easier to stay compliant with your formation documents and ongoing renewals. Plus, our experienced compliance team can help you stay on top of all deadlines and state-specific changes, so you can focus on growing your business. 

How much does it cost to form a corporation in Wyoming?

The total cost to form and maintain your Wyoming corporation will depend on a number of factors, such as what additional services you opt into. The following is a general overview of common costs to form a corporation:

• Filing articles of incorporation: $100
• Name reservation: $60 (optional)
• Annual report: $60 minimum
• Registered agent services (if using a commercial agent): $100–$300

FAQs about Wyoming corporation formation

Can nonresidents form a Wyoming corporation?

Yes, Wyoming welcomes non-resident incorporators, directors, and shareholders. There are no residency requirements for any of these positions. However, you must maintain a registered agent and registered office within Wyoming, which can be fulfilled by hiring a Wyoming registered agent service if you don't have a physical presence in the state.

How long does it take to incorporate in Wyoming?

Standard processing for articles of incorporation is about 15 business days from the date the Wyoming Secretary of State receives your filing. Online filings may be processed more quickly than mail submissions.

Do I need a Wyoming address to form a corporation?

You need a Wyoming street address for your registered office, but this doesn't have to be your business address. Many corporations use registered agent services that provide a Wyoming address. 

Can I be my own registered agent?

Yes, you can serve as your own registered agent if you are a Wyoming resident at least 18 years old and have a Wyoming street address where you can be reached during normal business hours. However, many business owners prefer using a registered agent service to ensure reliable service of legal documents and maintain privacy.

Can a Wyoming corporation do business in other states?

Yes, but you'll need to register as a foreign corporation in each state where you conduct business activities that require registration. This process, called foreign qualification, involves filing applications and paying fees in each state. Requirements vary by state and depend on the nature and extent of your business activities.

What happens if I don't file the annual report on time?

Wyoming corporations that fail to file their annual report by the deadline face penalties and potential administrative dissolution. The Secretary of State will send notices before taking dissolution action, but it's important to file promptly to avoid complications. Dissolved corporations can be reinstated, but this requires additional fees and paperwork.

Jane Haskins, Esq., contributed to this article.