How to File for a Corporation in Wyoming
You may incorporate in Wyoming even if you do not intend to set up an office or conduct business there. Every U.S. state has its own incorporation laws, and some are more friendly to corporations than others. Many people choose to form corporations in Wyoming because it levies no corporate taxes. Other advantages include no personal state income taxes, no gross receipts tax, and no property taxes on intangible property.
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Instructions
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Choose a corporate name. Your corporate name must be distinct from that of any other business, trademark or trade name registered in Wyoming. You may conduct an online name search through the Wyoming Secretary of State's Office (see Resources section).The name of the corporation may not be misleading in light of the company's purpose as stated in its Articles of Incorporation--if the company's purpose is to manufacture computers, for example, it may not name itself "Sam's Laundry Services, Inc." The name must also include a suffix such as "Corporation" or "Inc." in order to indicate its limited liability status.
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Select a director of the corporation. The legal minimum is one, although you may choose additional directors if you like. Directors do not have to be residents of Wyoming.
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Determine the amount of the corporation's initial capital, the identities of the shareholders, and the number of shares to be issued to each shareholder.
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Select a Registered Agent and Registered Address for your corporation.The Registered Agent is the official representative of the corporation to the Wyoming state government, and receives all legal notices on behalf of the corporation.
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Draft Articles of Incorporation. This document should include the name of the corporation and its directors, the Registered Address, the corporate purpose, the amount of the corporation's initial capital, the names of the shareholders and the value of their shares and the name of the Registered Agent. The names of officers need not be listed. It is best to state the corporate purpose broadly--"any lawful purpose" is acceptable.
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Submit the Articles of Incorporation along with a filing fee of $100 to the Wyoming Secretary of State's Office. Your corporation will be formed as soon as the office receives these items.
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Hold a post-incorporation organizational meeting in which the directors choose officers of the corporation and approve corporate bylaws. This is required by Wyoming law. Bylaws do not have to be filed with the Wyoming Secretary of State.
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Tips & Warnings
If you form a Limited Liability Company (LLC) instead of a corporation, you will have fewer corporate formalities. An LLC may elect to be taxed as a corporation by the Internal Revenue Service.
A corporation is considered to be an independent legal entity. If you treat corporate assets as your personal assets, the corporation may lose its limited liability status, and you will be subject to civil (and perhaps criminal) liability.
References
Resources
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