How to start a Wyoming corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Wyoming corporation.

How to start a corporation in Wyoming

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Wyoming corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Wyoming requirements:

• The name should be distinguishable from those of all other businesses in use or reserved with the Wyoming Secretary of State. The use of words like "corporation" or "limited" is not enough to distinguish a name that is otherwise identical to one already in use.
• The name doesn't have to be in English, but it should be written in English letters or Arabic or Roman numerals.
• Your name should not be deceptive or imply a business purpose other than those that are permitted by your Articles of Incorporation and the law. For example, if your Articles state that you're a car dealership, don't call your business "Bob's Bike Shop."

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Wyoming S-Corp and C-Corp tax designation

There are similarities between a Wyoming S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• Ownership Rules: A C-Corp has no limits on the number of shareholders or stock classes it may have. An S-Corp can have only one stock class and no more than 100 shareholders. All shareholders in an S-Corp must be citizens or legal residents of the United States.
• Taxes: C-Corps file and pay taxes at the corporate level, separate from their shareholders. Shareholders may then pay additional taxes on dividends they receive. S-Corps are "pass-through" entities. They don't pay corporate taxes. Instead, shareholders pay taxes on their share of earnings on their individual tax returns.
• Documents: The default designation for a business filing as a corporation is the C-Corp. To become an S-Corp instead, you must file IRS Form 2553, Election by a Small Business Corporation.

3. Appoint directors and shareholders for your Wyoming corporation

Each state has its own personnel requirements for incorporating. In Wyoming, corporations must have one or more directors, but you are not required to list your directors in your Articles of Incorporation. Wyoming does not require directors to live in the state nor does the state have requirements regarding the age for corporate directors.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Wyoming address) or choose one to do that service for you (if you are not located in Wyoming or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Wyoming

Once you have a business name and registered agent, you can register your business as a Wyoming corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Wyoming must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Wyoming corporation.

What to do after incorporating in Wyoming

Wyoming corporations must create and maintain certain corporate records. The two most important are the following:

• Corporate Bylaws set out how your corporation operates. This document can include information about management, structure, and any other important issues, as long as they're consistent with the law and with your Articles of Incorporation.
• All actions and decisions made during directors' and shareholders' meetings must be recorded as Corporate Minutes. Copies of these Minutes must be stored at your principal office for three years.

These records help protect your corporate status. You don't have to file them with the state. Just keep them with your other corporate documents.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Wyoming means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Wyoming, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you must keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state