Decided to incorporate a business in Wyoming but unsure how to get started? Check out these easy-to-follow steps for how to form a corporation in Wyoming.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: November 28, 2023 · 5 min read
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.
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:
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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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.
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:
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 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 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.
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 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.
Ready to start a corporation in Wyoming? LegalZoom can help you start a corporation online and find a registered agent in Wyoming.
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