How to Start a Corporation in Wyoming

With business-friendly laws and no corporate tax, Wyoming has a lot to offer entrepreneurs looking to set up a new corporation. This guide covers the basics.

While corporations are a more complicated business entity type to create and manage than an LLC, there are advantages to starting a corporation, such as the ability to issue stock in order to raise capital.

Here are the steps to forming a Wyoming corporation:

Once these steps have been completed, your corporation will be officially formed under Wyoming law.

1. Choose a business name that follows WY naming rules
2. Appoint your board of directors
3. Choose a registered agent to accept legal notices on behalf of your corporation
4. File your Articles of Incorporation with the WY Secretary of State
5. Draft your corporate bylaws

1. Choose a Business Name

You may think that the only thing you have to worry about when naming your corporation is how well your name embodies your business, but you’ll also have to follow Wyoming naming rules.

Naming your Corporation

Naming rules:

Your name must:

1. Contain an entity identifier such as “corporation,” “company,” “corp,” “inc,” or “co.”
2. Be unique among all the business entity names the WY SOS has on record
3. NOT include any words or phrases that suggest your corporation was created to serve a purpose that it does not (for example, words or phrases that imply that your corporation is connected to a government agency when it is not)

Making sure your name is unique, or distinguishable, from all other registered business entity names is not only a requirement but also helps with branding and marketing your business. If your name is too similar to that of another business, customers may confuse your business for another and vice versa.

Additionally, you may have trouble securing a domain name or social media handles that match your business exactly and struggle to differentiate your business from similarly named businesses online.

Refer the Wyoming guide on How to Choose a Company Name for complete naming rules and how to make your name distinguishable.

2. Appoint Your Board of Directors

Your board of directors is the group of individuals who oversee your business operations and make big decisions for the company.

Eventually, your directors are annually elected by your shareholders. But at the beginning, when you form your corporation, your directors are typically chosen by your incorporator(s), the person(s) in charge of directing your corporation to be formed.

Your initial board of directors is likely to include incorporators and shareholders. There’s no limit on how many directors you are permitted to have. The only state requirements for your initial board are that all directors must be at least 18 years old and that you must have at least one director.

Before filing your Articles of Incorporation, your board of directors will need to issue authorized shares of stock to all shareholders in accordance with their initial investments in the corporation.

3. Choose a Registered Agent

Corporations are required by Wyoming state law to designate a registered agent (W.S. 17-28-101). Because you need to provide the name and address of your registered agent on your Articles of Incorporation, you must appoint an agent before you file your formation paperwork.

The role of a registered agent

A registered agent’s duty is to receive legal and state documents on behalf of your business. This includes service of process (for example, for lawsuits or summons) and Annual Report reminders from the state. Your registered agent is responsible for making sure that the state is always able to deliver legal notices to your corporation.

Requirements for Wyoming registered agents

You can designate an individual or a company that provides registered agent service as your Wyoming registered agent. If you appoint an individual, they must be at least 18 years of age. All registered agents must have a physical street address in Wyoming where they are available to accept documents during regular business hours.

4. File Your Articles of Incorporation

You must file Articles of Incorporation with the CO Secretary of State to officially form your corporation under Wyoming law.

Wyoming Articles of Incorporation requirements

All of the details included on your Articles become part of the public record. Here’s the information you need to provide:

• Corporation name
• Registered agent name and address
• Principal business address (must be a physical street address)
• Mailing address (cannot be a PO Box)
• The number and class of authorized shares of stock issued
• Names and addresses of all incorporators
• Th signatures of your incorporators

Cost and methods of filing your Articles of Incorporation

The filing fee for Wyoming Articles of Incorporation is $100.

Your Articles can be filed by mail, in person, or online.

5. Draft Your Corporate Bylaws

Your corporate bylaws are the central governing document of your corporation. Bylaws contain your corporation’s rules and regulations and describe its organizational structure, acting as a blueprint for operating your business.

Bylaws keep your business running smoothly, help you avoid or quickly resolve internal conflicts, and protect the rights of your shareholders in court.

You don’t need to file your bylaws with the state—they’re an internal document.

What to include in your corporate bylaws

There are no requirements for what your corporate bylaws must contain (in fact, having bylaws isn’t required by the state of Wyoming, though it’s highly recommended), so you can add any provisions that don’t contradict your Articles of Incorporation or violate WY state law.

Here are some popular inclusions in corporate bylaws:

• Identifying information about your corporation, such as your company name and address, your registered agent, and your jurisdiction of formation
• Shareholder information, such as shareholder names and addresses, the initial contributions each shareholder made to become a shareholder (financial, intellectual, or otherwise), and how those contributions translate into shares
• Information on your board of directors and officers, such as names and addresses, meeting schedule and rules, voting protocols, the titles and roles of specific directors (for example, the chair) and officers, officer duties and rights
• Information on buying and selling stock, such as how many classes of stock your corporation is issuing and the rights of each class, shareholder meeting schedule and rules, shareholder voting protocol
• Financial information, such as your tax classification, company bank accounts and loans, rules for bookkeeping, and your corporation’s assets (investments, property, vehicles, interest in other companies, and so forth)
• Dispute resolution, such as the procedures for handling disagreements between members or conflicts of interest
• Amendments, such as how to update or change your bylaws
• Merger or Dissolution, such as any specific triggers for dissolution (for example, bankruptcy or losing good standing with the state), how company assets will be transferred or distributed among shareholders

When and how to adopt your bylaws

Your corporate bylaws should be adopted by your incorporators at your initial meeting or shortly thereafter. The sooner you adopt your bylaws, the sooner you’ll be able to use them to organize your business.

Your incorporators or board of directors can author your bylaws, you can hire a legal professional to write your bylaws for you, or you can use a template. Hiring an attorney can be pricey, but it is wise to have your bylaws reviewed by a lawyer to make sure they’ll stand up in court.

To make writing your bylaws easier and set your corporation up for success, our Incorporation Service includes a free attorney-drafted corporation bylaws template. You’ll also save money—you might pay $100 or more for a quality bylaws template from a national business formation company.