How to Form a Wyoming Corporation

Use our free guide below to learn how to form a corporation in Wyoming:

1. Create a Name For Your Wyoming Corporation
2. Choose a Wyoming Registered Agent
3. Choose Your Wyoming Corporation’s Initial Directors
4. File the Articles of Incorporation
5. Get an EIN

Or, use a professional service:

Firstbase.io

Forming a Wyoming Corporation Is Easy

Forming a Wyoming C corp offers several advantages for business owners seeking favorable tax benefits and a business-friendly environment. The state provides a unique tax structure with no personal or state corporate income tax, making it particularly appealing for corporations aiming to maximize profits.

Starting your own corporation in Wyoming is straightforward—simply file the Articles of Incorporation with the Secretary of State. In the guide below, we’ll show you step-by-step how to start a corporation in Wyoming.

Step 1: Create a Name For Your Wyoming Corporation

When naming your Wyoming corporation, you will need to:

• Follow Wyoming Name Requirements
• Complete a Name Search With the Wyoming Secretary of State
• Consider Securing a Domain Name (URL)

Name Requirements

First, you will need to choose a name that complies with Secretary of State naming guidelines:

• Your name cannot imply that the corporation is formed for any unlawful purpose or one not outlined in its articles of incorporation.
• You must have approval from the state Division of Banking to include any of the following words (or words of similar meaning): bank, banker, banc, bancorp, bancorporation, banque, banquers, banco, banca, trust.
• You must have approval from the state Department of Education to include any of the following words: academy, college, educate, education, educational, institute, institution, school, or university.
• The Secretary of State requires an additional review of names that begin with the letter “A” followed by a space or punctuation; contain special characters, or are in a language other than English.
• Your name must be distinguishable from any existing business in the state. This includes Wyoming reserved names.

You can read Wyoming state statute 17-16-401 about corporation naming guidelines for more information.

Name Search With the Wyoming Secretary of State

You will need to check name availability by searching the business name database on the Wyoming Secretary of State’s website.

This tool is also useful if you decide to register a trade name or DBA (Doing Business As) for your company. For detailed information about setting up a DBA for your Wyoming corporation, check out our How to File a DBA in Wyoming guide.

Name Reservation

If you have a name in mind, but you aren’t ready to officially form your corporation, you can reserve your name. Your desired business name can be reserved for 120 days by filing an Application for Reservation of Corporate Name by mail with the Secretary of State.

There is a $50 fee to file your Wyoming Name Reservation.

Secure Domain Name

We recommend checking to see if your business name is available as a web domain (URL). Even if you don’t plan to make a business website today, you may want to buy the web address in order to prevent others from acquiring it. It’s free to search.

Step 2: Choose a Wyoming Registered Agent

When you file your Wyoming Articles of Incorporation, you will be asked to give the name of your Wyoming registered agent.

A registered agent is a person or entity that accepts tax documents and service of process on behalf of your limited liability company (LLC) or C corporation.

Who Can Be a Registered Agent? Your registered agent can be an individual, business entity, or professional registered agent service. Registered agents must:

• be 18 years or older
• have a physical address in the state where business activity is conducted
• always be available (in person) during normal business hours

Step 3: Choose Your Wyoming Corporation’s Initial Directors

You must appoint at least one director who, among other things, will oversee your Wyoming corporation until the first shareholder meeting.

The directors of a corporation are in charge of the adoption, amendment, and repeal of the operational bylaws as well as the supervision, election, and removal of officers.

Later you will need to prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your corporate records book.

Step 4: File the Articles of Incorporation

Now that you have chosen a registered agent and at least one director, it’s time to make your corporation official by filing the Articles of Incorporation with the Wyoming Secretary of State.

The Articles of Incorporation will disclose some basics of your business for the public record, including:

• Corporate name
• Corporation mailing address
• Corporate registered agent name and street address
• Number and class of authorized shares corporation is allowed to issue
• Incorporators’ names and addresses
• Email address

Filing Fee: $100

Filing Options

Submit the completed Articles of Incorporation and Consent to Appointment by Registered Agent form, along with the filing fee, using one of two options:

Mail:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020

Online: Wyoming Secretary of State Business Center

Step 5: Get an EIN

The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.

Why do I need an EIN? An EIN is required for the following:

• To open a business bank account for the company
• For Federal and State tax purposes
• To hire employees for the company

Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

Wyoming Corporation Operating Procedures and Housekeeping

Set Up a Corporate Records Book

Think of this as the hard-copy record book where all critical corporate documents are kept, like your Articles of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.

You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.

Prepare Bylaws for Your Wyoming Corporation

Corporate bylaws are the rules that determine how your organization will be governed and run.

You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.

In your bylaws, be sure to include:

• How the corporation will be governed – the role of directors and officers
• How shareholder meetings are held, voting procedures, electing officers or directors
• How records will be kept and managed
• How disputes will be handled
• How bylaws will be added/amended in the future

NOTE: A corporation’s bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your incorporated business.

Conduct Your First Board of Directors Meeting

An organizational meeting is the first official meeting of your corporation.

These are some of the things that are discussed in a typical organizational meeting:

• Taking attendance to show you have a quorum (minimum number needed)
• Appointing temporary officers, chairmen, secretary, etc.
• Adoption of the bylaws
• Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

Protect Your Assets and Stay Compliant

In order to protect your assets and stay compliant after you start your Wyoming corporation, you will need to:

File the Wyoming Corporate Annual Report

Each year, your corporation is required to file an annual report with Wyoming by the first day of your anniversary month. To file online, locate your corporation in the state’s database and follow the on-screen steps, or print and mail the completed report.

The annual report fee starts at $60 but may increase based on your corporation’s assets. For specific details, review Wyoming’s fee schedule.

Register for Wyoming State Taxes

Sales Tax

If your business sells products, you’ll generally need to obtain a seller’s permit from the Wyoming Department of Revenue’s website, allowing you to collect sales tax from customers.

Employer Taxes

For businesses with employees, registering for Wyoming employer taxes through the Department of Workforce Services is essential. This includes setting up Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Open a Business Bank Account for Your Wyoming Corporation

There are two critical reasons to open a unique corporate bank account.

The first is that separating your personal assets from your business assets adds another layer of protection in the event that your business is sued.

The second is that syncing a single account with business accounting software will make managing your finances much easier.

Establish and Build Your Business Credit Score

Building business credit involves a number of factors, including establishing your business’s fundability, getting listed with the most important business credit agencies, and establishing credit lines while keeping them in good standing to build your score.

A good business credit score can help with many things, including credit cards that are issued in your business’s name instead of depending on your personal credit score, better interest rates on loans, higher lines of credit, and more.

All of these factors help protect your personal assets by making your business the entity responsible for the liability instead of yourself.

Accounting For Your Corporation

It’s important to get your books in order, even if you haven’t officially opened for business. A well-managed accounting system will help you:

• Track your business finances, including bills, expenses, and income.
• Simplify and file your annual taxes.

Get Insurance for Your Wyoming Corporation

The next step is to protect your corporation by getting business insurance. Depending on the type of corporation you’re operating, your insurance requirements and needs may vary.

So, what is business insurance exactly? Business insurance protects your corporation’s assets from losses that can happen naturally while doing business, such as property damage or lawsuits.

Research Business License Requirements

To operate your corporation, you must comply with federal, state, and local government regulations. The details of business licenses and permits vary from state to state, so make sure to research carefully and plan accordingly.

Find out how to obtain necessary licenses and permits for your business or have a professional business licensing service do it for you:

• Federal: Use the U.S. Small Business Administration (SBA) guide.
• State: Use our Wyoming Business License guide.
• Local: Contact your local county clerk and ask about local licenses and permits.

What Is an S Corporation?

An S Corporation (S corp) is an incorporated business that is taxed as a pass-through entity. This means that S corps do not pay federal taxes on their business income. Instead, the business profits “pass-through” to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.

In order to elect an S corporation status for tax purposes, corporations will need to file form 2553 Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.

Frequently Asked Questions (FAQs)

Wyoming Incorporation Resources