Wyoming Processing Times and Fees
Most states offer standard and expedited processing times for your corporation filing, and so does Wyoming. To help you decide which is best for you, here is a list of the average wait times for each option.
Wyoming charges a corporation filing fee. You can see all of Wyoming's fees under “compare pricing” in our incorporation center.
Deciding Between a Wyoming C-Corp or S-Corp Tax Designation
In most respects, a C Corp and an S Corp are the same, including limits on liability, structure, management and compliance documents. These are the differences you should know when choosing between them:
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.
Every state has its own personnel requirements for incorporating. In Wyoming, they include the following:
- Age requirement: Wyoming does not have age requirements for corporate directors.
- Minimum number of directors: Wyoming corporations must have one or more directors.
- Residency requirement: Wyoming has no requirement that directors must live in the state.
You are not required to list your directors in your Articles of Incorporation.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Wyoming Articles of Incorporation must also include the following.
Every corporation needs a registered agent. This person or business is responsible for accepting tax, legal and government documents for your business during normal business hours. Your registered agent must have a physical address in the state. Wyoming requires that you list your registered agent's name and physical address in your Articles. Your agent must also sign a written consent to the appointment, and you must file that document with your Articles.We can help you designate an agent when you incorporate with us.
You must also include the following in your Articles of Incorporation in Wyoming:
- Your corporate name.
- The number and class of shares your corporation is authorized to issue. The number may be indicated as “unlimited.”
- The name and address of all incorporators.
You may also include optional information in your Articles, such as:
- Your corporation's purpose. It's acceptable to state that your corporation will engage in any and all lawful business allowed under the Wyoming Business Corporation Act.
- The names and addresses of your initial directors.
- Limitations on the personal liabilities of directors.
- A provision granting cumulative voting.
- Par value for authorized shares.
Guidelines for Your Name
Your corporation's name is a big part of its identity, so choose a good one. You'll also need to make sure it complies with Wyoming's 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."
Wyoming Corporate Taxes & Reports
Taxes are no fun, but they're an important part of owning a business, so you'll have to be ready for them. Start by applying to the IRS for an employer identification number, or EIN. This number is a federal tax ID for businesses, similar to a Social Security number. Every business with employees needs one.We have more information about the tax structures and obligations of S Corps and C Corps.
Every Wyoming corporation must file an annual report and pay an annual report license tax by the first day of its incorporation anniversary month. The financial information in the report should be current as of the end of your business's most recent fiscal year. All other information must be current as of the date the report is prepared. The license tax is calculated on the value of the corporation's Wyoming-based assets, but is never less than $50.Corporations that have not filed within 60 days after their due date may be involuntarily dissolved. You may apply for reinstatement within two years of the effective date of dissolution. The Secretary of State is not required to approve reinstatement.
Corporations must also supply an annual financial statement to any shareholders who request one. This statement should include an income statement and balance sheet for the year, as well as changes in shareholders' equity, or the equivalent information somewhere in the report. The reports must be mailed to requesters within 120 days after the end of the corporation's fiscal year.
Keeping Corporate Records and Ongoing Filing Requirements
Wyoming corporations must also create and maintain certain corporate records. The two most important are bylaws and your meeting minutes.
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 meeting 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.We have more detailed information about Wyoming's requirements for bylaws and corporate meeting minutes.
We hope you've found this information on forming a Wyoming corporation helpful. We wish you the best of luck with your new venture. When you're ready to incorporate, we're ready to help.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.