If you're looking to incorporate your business in Wyoming, the process is quite simple. We've created this article to tell you just how to do it. SunDoc can also help you file some or all of your paperwork. We specialize in incorporations in the state of Wyoming.

 

Remember that the following article should not be construed as accounting, tax, or legal advice. Always go to a professional if you have specific questions. On the other hand, it is not required that you have a lawyer to help you file your incorporation paperwork.

 

Overview

 

The main step in incorporating your business in the state of Wyoming is to file your Articles of Incorporation with the Wyoming Secretary of State. This comes with a filing fee.

 

Before actually filing your articles, you need to do several other things, such as choose an available company, decide on a corporation type, figure out a new address for your company, decide on a registered agent, and state how many shares you’ll authorize your corporation to issue (and possibly the number of shareholders you’ll have).

 

An EIN or employer identification number will be required for your new company. You can get this number from the IRS. It is also called a Federal Tax ID number. You also need to hold a Board of Directors meeting right away. At this meeting, you will appoint officers and adopt bylaws. Neither of these things need to be listed in your Articles of Incorporation or filed with the state. They are important for your own records.

 

Don't forget to file your Annual Report after you have incorporated. You'll need to pay a fee when you do this. Your Annual Report will list your company's directors and officers. If you have questions about taxation in Wyoming, ask a tax attorney or your accountant.

 

Incorporating

 

The most common type of corporation is the General Stock Corporation. This type of corporation does not have a limit on potential shareholders. Alternatively, you can select to be a Close Corporation. This type of corporation sets a limit on the number of shareholders you can have (not to exceed 35). This limit is set in your Articles of Incorporation. A Professional Corporation is mandated by Wyoming for certain professionals.

 

The forms supplied by Wyoming for download meet the minimum requirements of the Wyoming Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

 

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

 

Most of the time, you need at least three directors for your corporation in Wyoming. If zero shares have been issued or if you have less than three shareholders, this might not be the case. Unless your articles describe the limit and number of your directors, remember you’ll need to put this information in your bylaws.

 

Finally, your corporation needs to have three office positions: president, treasurer, and secretary. If you'd like one person to be all of these officers, that is possible.

 

If you need to change your Articles of Incorporation, you have to file an amendment with the state of Wyoming. On the other hand, you can have a vote of your shareholders and directors in a formal meeting if you want to amend your bylaws.Always keep minutes at your meetings. Everything from the powers of your directors to the methods and times of your meetings needs to be set forth in your company bylaws.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Corporate Kit page.

 

Registered Agent

 

Our article What is a Registered Agent? Why Do I Need One? will explain everything you need to know about registered agents.

 

Basically, a registered agent is someone (or a company) who will be available during business hours at a reliable address so that the state can communicate them if necessary. Registered agents are required for all Wyoming corporations. SunDoc can help you with this step if you are interested.

 

Name Search

 

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Wyoming according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run your own name searches with the State of Oregon, or SunDoc can perform your name availability check or reserve your corporation name for you.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

 

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