How to Start a Nonprofit in Wyoming: A Step-by-Step Guide

The purpose clause and dissolution clause are not optional if you intend to apply for 501(c)(3) status. The IRS will reject your application if either is missing or written too broadly.

When you’re ready, here’s how to file articles of incorporation for a nonprofit in Wyoming:

• Online. Visit the Wyoming Secretary of State’s Business Center to file your articles online. The fee is $50, plus a 2.4% credit card processing fee.
• By mail. Download and fill out the nonprofit corporation articles of incorporation form, also available on the forms page. Then, mail it in to the address on the form, along with a check or money order for $50. 

The Secretary of State’s office typically processes both online and paper filings within 15 days. You can check the current processing times on the Secretary of State’s website.

Step 4: Appoint your board of directors

Directors govern the organization and must act in the nonprofit's best interest, not their own. Wyoming nonprofit board requirements mandate at least three directors. The exact number can change throughout the life of the corporation, but there must always be at least three directors. 

It’s important to note that most private foundation and federal grants require a minimum of three unrelated directors—not related by blood, marriage, or shared business interest—before they will consider an application. Three unrelated directors is also the IRS governance best practice for demonstrating independence.

Step 5: Create bylaws and hold your organizational meeting

Bylaws are your nonprofit's internal operating manual, governing how the board makes decisions, how officers are elected, and what happens if someone needs to be removed. You’re not required to file nonprofit bylaws in Wyoming, but you must have them, as the IRS may request them as part of your 501(c)(3) application.

Your organizational meeting is the formal gathering where the initial board adopts the bylaws, elects officers, and authorizes the organization to open a bank account and apply for tax-exempt status. 

To write nonprofit bylaws, address the following: 

• Name, principal office address, and purpose of the organization
• Information on the nonprofit board of directors in Wyoming, including the minimum and maximum number, election process, terms of service, and removal procedures
• Officer roles and responsibilities (Wyoming law requires, at a minimum, a president, secretary, and treasurer)
• Meeting frequency and quorum requirements
• Voting procedures (in-person, written consent, or electronic)
• A conflict of interest policy, which requires board members to disclose and step back from decisions where they have a personal financial stake (the IRS specifically asks about this on the 501(c)(3) application)
• Membership provisions, if your nonprofit will have voting members
• Amendment procedures
• Dissolution procedures consistent with the clause included in your articles of incorporation

Keep written minutes of this first organizational meeting and future meetings; they are part of your permanent corporate record and may be requested by grant funders or the IRS.

Step 6: Obtain an EIN for your nonprofit in Wyoming

An employer identification number (EIN) is a federal tax identification number assigned by the IRS, like a Social Security number for your organization. You need one before you can open a bank account, hire employees, or file the 501(c)(3) application.

You can apply through the IRS website, or you can use LegalZoom’s EIN service, which compiles all your information and files it directly with the IRS for you.

Step 7: Apply for federal 501(c)(3) tax-exempt status

Now it’s time to apply for federal 501(c)(3) tax status with the IRS. There are two options:

• Form 1023-EZ (streamlined application). To qualify for Form 1023-EZ, your organization must expect to gross $50,000 or less per year in each of its first three years and hold total assets of $250,000 or less. It is unavailable to churches, schools, hospitals, or medical research organizations. The current IRS user fee is $275, and it typically processes within two to four weeks. 
• Form 1023 (full application). File this form if your organization exceeds the 1023-EZ thresholds, or has a complex structure, foreign activities, or unusual compensation arrangements. The current IRS user fee is $600, and it usually processes within three to six months but could take longer. 

Both forms are filed electronically through Pay.gov.

After the IRS reviews your application, you’ll receive a determination letter approving your status, a request for additional information, or a rejection letter. If you’d like help filing the application, LegalZoom’s 501(c)(3) application service can guide you through the process for Form 1023-EZ applicants. 

Step 8: Apply for Wyoming state tax exemption

Wyoming has no personal or corporate income tax, so there is no separate state tax-exempt status for nonprofits in Wyoming regarding income tax.

However, Wyoming does impose a sales and use tax—a 4% state rate with additional local rates. Qualifying 501(c)(3) organizations can request a Wyoming nonprofit tax exemption for qualifying taxes by submitting a certificate of exemption to: