How to Incorporate in Wyoming

Wyoming Secretary of State – Business & UCC
State Capitol Building – Room 110
200 W. 24th Street
Cheyenne, WY 82002-0020

307.777.7311 telephone
307.777.5339 facsimile

Statutory Authority: Wyoming Business Corporation Act — Wyo. Stat. Ann. § 17-16 (2012)

Wyoming Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation” including the “Consent to Appointment by Registered Agent.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Wyoming Secretary of State.

Wyoming Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Wyoming:

1. Company name
2. Registered agent name and address
3. Company mailing address
4. Principal office address
5. Number and class of authorized shares
6. Name and address of each incorporator
7. Signature and printed name of each incorporator
8. Date
9. Contact person daytime telephone and email

Wyoming Incorporation Fee Schedule

Application for Reservation of Corporate Name: $50.00
Articles of Incorporation: $100.00
Certificate of Authority: $100.00
Certified Copy: $3.00 plus $.50 per page for up to 10 pages, $.15 per page thereafter
Annual Report: $50.00 minimum (based on the total value of the company assets located and employed in Wyoming
Articles of Dissolution: $50.00

Company Name

Your company name must end with a corporate designator. In Wyoming the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Wyoming Secretary of State’s website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Corporate Name” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Wyoming requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Wyoming resident or active Wyoming business entity that has a Wyoming street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Wyoming resident and have a Wyoming street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Wyoming corporation. Nevertheless, Wyoming permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File the “Annual Report License Tax” and pay the annual report license fee based on company assets and number of employees in the state of Wyoming.

Registering as a Foreign Entity

1. Complete the “For Profit Corporation Application for Certificate of Authority.”
2. Attach an original certificate of existence/good standing, dated not more than 60 days prior to filing in Wyoming, duly authenticated by the official having custody of corporate records in the state of formation.
3. Attach a written consent to appointment executed by the registered agent.
4. Submit the completed documents, along with the $100.00 filing fee, to the Wyoming Secretary of State.

Dissolving a Wyoming Corporation

1. If you have not commenced business or issued shares, complete the “Articles of Dissolution by incorporators or initial Directors.
2. If you have already commenced business and issued shares, complete the “Articles of Dissolution by Shareholders.
3. Submit the appropriate document, along with one copy and the $50.00 filing fee, to the Wyoming Secretary of State.

How to Incorporate in Wyoming
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