Some of the reasons to incorporate in Wyoming include low administrative costs as well as several tax advantages.
The following step-by-step guide will show you how to start a corporation in Wyoming.
1. Select a name for your corporation
Irrespective of which legal business structure you’ve elected to form, it all starts with deciding on a business name. Your Wyoming corporation name must be unique and adhere to naming requirements in the state.
General corporate name guidelines
Keep the following naming rules and guidelines in mind when selecting your Wyoming corporation name:
- Your Wyoming corporation name cannot suggest that it’s formed for any illegal or unlawful purposes or, in fact, any other purposes other than what is outlined in the Articles of Incorporation
- Your Wyoming corporation name must receive prior approval from the state Department of Education if you’d like to include words like Academy, educator, college, educational, Institute, University, etc
- Your Wyoming corporation name must also receive prior consent from the State Division of Banking to include words like bank, Bancorp., Banco, trust, etc
- You need to undergo an additional review of names by the Wyoming Secretary of State if your business name begins with the letter “A” followed by a space or punctuation. Additionally, you also need to undergo a review of your business name if it contains special characters or language that’s not in English
- Your Wyoming corporation name must be significantly different from other existing business names in the State of Wyoming, including reserved names
For additional naming rules and guidelines, refer to the Wyoming state statute.
Trademark
Once you’ve decided on the ideal business name for your Wyoming corporation, it’s time to start thinking about protecting a business name and making it stand out from the competition. One of the best ways to achieve this is to register a trademark.
A trademark is designed to differentiate one business or corporation from another. Ultimately, it ensures that your customers are never confused about who they’re doing business with and that business owners do not face unfair competition.
Additionally, trademarks may apply to more than just one name of your corporation. There are several ways to register your trademark.
However, it is recommended that you register your trademark with both the federal authorities as well as the state of Wyoming. This is because your broadest protection will come from your federal trademark.
To register your trademark federally, file your trademark online with the USPTO or the United States Patent and Trademark office. Additionally, you may also register your trademark with the Wyoming Secretary of State.
Entity name
Your Wyoming corporation’s entity name is its legal name. It is the name registered with the federal and state governments and stipulated on all formation documents and correspondence with the state.
DBA (Doing-business-as) name
A trade name allows you to operate under a different name from the entity name. One of the requirements to register a tradename in Wyoming is that it must be unique and meet the state’s naming requirements.
The first step is to conduct a trade name search on the Wyoming Secretary of State’s website to ensure that another business isn’t already using the name.
Once you’ve determined that the name is indeed available, then you can go ahead and submit the Application for Registration of Trade Name with the state’s office.
2. Nominate a registered agent
Your Wyoming corporation needs a registered agent. Registered agents are also known as service of process, statutory or resident agents. The primary role of these individuals is to receive compliance documents, government correspondence as well as service of process on your corporation’s behalf.
There may also be times when they need to receive and file documentation prior to notifying you. Therefore, you need to designate a specific individual to be in charge of these processes.
You may nominate any individual or natural person to serve as your Wyoming corporation’s resident agent. However, They must meet the requirements below:
- The Wyoming agent must be at least 18 years of age or older
- The Wyoming agent must have a physical address in Wyoming where business activities are conducted
- The Wyoming agent must remain available during normal business hours
- The Wyoming agent must consent to the appointment
3. Appoint initial directors at the organizational meeting
One of the essential steps in forming a Wyoming corporation is holding an organizational meeting. During this meeting, you’ll need to determine your corporation’s share structure, select initial directors or Board of Directors, create and approve bylaws as well as execute an incorporator’s statement.
When it comes to selecting directors, the required minimum is one director. This individual is referred to as a corporate director and has a responsibility to adopt, amend and repeal the corporate bylaws as well as remove, supervise and elect corporate officers.
4. File Articles of Incorporation
Until you file your Wyoming corporation’s Articles of Incorporation, your business is not officially or legally formed. The articles is a document that officially creates your corporation. Therefore, this document will need to cover some basics of your business, including:
- The name of your Wyoming corporation
- The address of your Wyoming corporation
- The street address and name of your corporation’s registered agent
- The sum of shares your corporation is permitted to issue
- The email address of the designated contact person
- The addresses and names of the corporation’s incorporators
Once you compile the relevant information, go ahead and file the articles online with Wyoming’s Business Center. If you prefer to download the Articles of Incorporation Form and have it mailed directly to the Secretary of State, you may do so.
5. Create and approve bylaws
Corporate bylaws is a document that contains the rules for running your corporation. Ultimately, it determines how your corporation will be governed. It’s also considered a Constitution for your corporation and clarifies the rules and priorities for all members of the corporation.
Additionally, while the bylaws do not need to be filed with the state, they must supplement what is laid out by the federal or state government. It must also supplement whatever is outlined in your corporation’s Articles of Incorporation.
When drafting your bylaws, be sure to include the following information:
- What constitutes a quorum for voting purposes
- The fiduciary duties to the corporation
- How contracts will be negotiated
- The date of the annual shareholder meeting
- How bylaws will be added and amended
- The process of handling company disputes
- The process of storing corporate records
- The process of holding annual meetings
- How voting procedures will be conducted
- How corporate officers and corporate directors will be elected
- The roles and responsibilities of corporate officers and corporate directors
- How the corporation will be governed
The following bylaws templates may be customized to suit the requirements of your Wyoming corporation.
6. Select a share structure
A share of stock is represented by the unit of ownership of a corporation. Therefore, every share of stock indicates a ratio of ownership of the company.
So if your company decides to issue one share of stock to a stock owner or shareholder, as they are often referred to, that individual will then own 100% of the corporation.
Additionally, shares may be organized into classes, with each class called a share class and holding a different set of rights and privileges.
Wyoming corporations may have multiple classes. Additionally, each of those classes may hold any sum of shares.
7. Obtain an EIN
An EIN, which is short for Employer Identification Number, is essentially a Social Security number but for your business. The Internal Revenue Service or IRS assigns this nine-digit code to keep track of tax reporting and identify businesses in the state.
Prior to applying for an EIN, you should already have formed your Wyoming corporation. This is because when you request the EIN, you’ll be asked to provide the date of business formation as well as your business’s entity. Every business needs an EIN because it is essentially a government-issued ID.
Furthermore, if you have employees, file excise taxes, or your business withholds taxes, you need to have an EIN to fulfill these tasks legally. The EIN is also useful when it comes to opening a business bank account and submitting paperwork for tax purposes.
To obtain your EIN, you’ll need to complete the online application on the IRS website. Alternatively, if you prefer to complete a hard copy, you can go ahead and download the EIN Application Form and have it sent to the Internal Revenue Service.
8. File Wyoming state taxes
Your Wyoming corporation may have to pay one or more corporate taxes based on the type of business entity you’ve formed:
Wyoming is one of the states that doesn’t have a corporate income tax or a personal income tax. In fact, it’s considered one of the most tax-friendly states in the US.
- Wyoming employer tax: Wyoming corporations that hire employees will need to register for employer taxes with the Wyoming Department of Workforce Services
- Wyoming sales tax: Wyoming corporations selling goods or physical products must register for a seller’s permit with the Wyoming Department of Revenue’s website. Thereafter, you’ll receive a certificate allowing your business to collect sales tax on applicable goods.
9. Wyoming business licenses and permits
Based on the type of corporation you’ve opted to legally form, you may need to obtain specific licenses and permits prior to legally operating in the state of Wyoming:
Wyoming does not have a statewide or general business license.
- Professional license: If you’ve formed a professional corporation, and are offering services such as attorneys, lawyers, and cosmetologists, then you need to have a professional license before you are able to legally offer these services in the state.
10. Annual report requirements in Wyoming
Wyoming corporations must file an annual report every year by the first day of the corporation’s anniversary month. It is recommended that you file the annual report online with the Secretary of State. Start by searching the database for your corporation and then following the relevant prompts.
11. Costs of starting a corporation in Wyoming
The filing fees below apply to all Wyoming corporations:
- Name reservation: $60
- DBA name: $30
- Articles of Incorporation: $100
- Annual report: $60
- Wyoming Certificate of Good Standing: $10
Next steps after forming a corporation
You’ve recently started your corporation, and congratulations are in order. However, it is only the beginning, and now you’ve got to maintain your corporate status to remain in good standing.
Here are some helpful tips to follow throughout the year.
Obtain a corporate bank account
One of the best ways to separate your personal and business finances and expenses is to have a designated bank account for your Wyoming corporation. In order to do this, you’ll need to submit your formation documents along with your Employer Identification Number to the bank. Additionally, consider taking out business insurance to have protection over your personal assets. Another consideration is to open a business credit card to help improve your business’s credit score so that you can obtain higher credit lines and loans as and when needed.
FAQs
The biggest difference between a C corporation and an S corporation is taxes. A C corporation or C corp is liable for tax on its income as well as whatever income is received as an owner or employee. S corporations do not pay tax, and the business owners report the company revenue as personal income.
The most popular business structures include sole proprietorships, limited liability companies, general partnerships as well as corporations and cooperatives.
Nonprofit corporations experience several benefits such as credibility, U.S. Postal Service discounts, access to grants, limited liability protection, and perpetual existence.
There are many ways to protect your corporation’s personal assets and have personal liability protection, such as using proper contracts and procedures, separating personal and business finances as well as obtaining business insurance.
A separate legal entity is considered a person recognized by law as a legal person. A company is also considered a separate legal entity having its own legal rights and obligations.
