Form a Wyoming Corporation
Form a Wyoming (WY) corporation. Incorporate in Wyoming online with the Wyoming incorporation experts at LawInc.com Forming a Wyoming corporation has never been simpler. We will help you form a Wyoming corporation, the right way. To simply incorporate in Wyoming, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Wyoming today.
Incorporating in Wyoming
Incorporating a Wyoming corporation can be vital to businesses based of Wyoming. At LawInc, we prepare your Wyoming corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Wyoming corporation Tax ID number and file your Wyoming S corporation election with the IRS.
Wyoming Incorporation Information
The following Wyoming incorporation information will likely be helpful when deciding to incorporate in Wyoming.
Wyoming Corporation Name
The first step in forming a Wyoming corporation is selecting the business name. Wyoming corporation names:
- The corporate name is not required to contain any specific word indicating that the entity is a corporation.
- Must be distinguishable from any name of record with the Secretary of State.
An available Wyoming corporation name may be reserved with the Wyoming Secretary of State for a 120 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Wyoming corporation, prior to filing.
Wyoming Corporation Formation
Wyoming Filing Procedure: To incorporate in Wyoming, you must file Wyoming Articles of Incorporation with the Wyoming Secretary of State.
Wyoming Corporation Articles of Incorporation: The Wyoming Articles of incorporation should include:
- Name of the Wyoming corporation.
- Name and physical address of the Wyoming corporation’s registered agent.
- Mailing address of the Wyoming corporation.
- Principal office address of the Wyoming corporation.
- Number and class of shares the Wyoming corporation will have the authority to issue
- Name and address of each Wyoming corporation incorporator.
- A statement that: The sale or offer for sale of any ownership interests in this business will comply with the requirements of the Wyoming Uniform Securities Act (RSA 421-B).
- The principal purpose of the Wyoming corporation.
- Total number of authorized common and preferred shares of the Wyoming corporation.
Wyoming Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Wyoming Business Corporation Act.”
Wyoming Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
Wyoming Corporation Filing Fee: The Wyoming corporation filing fee is $100.
Wyoming Corporation Original Signatures: The New Hampshire Articles of Incorporation must contain original signatures when submitted for filing.
Wyoming Corporation Incorporator: Minimum number of incorporators is one (1) (a person -an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private) and there is no requirement that the incorporator be a resident of Wyoming.
Limitation Of Directors’ Personal Liability: The Articles of Incorporation may contain, within the limitations prescribed by the Wyoming Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Wyoming Incorporator: Minimum number of incorporators is one (1) person (an individual or entity) and there is no requirement that the incorporator be a resident of Wyoming.
Wyoming Corporation Directors: The minimum number of directors is one (1).
Wyoming Corporation Preemptive Rights: Preemptive rights are denied in absence of a specific grant.
Wyoming Corporation Cumulative Voting: Cumulative voting is automatically denied unless specifically granted.
Wyoming Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
Wyoming Registered Agent: When incorporating in Wyoming, a Wyoming corporation must maintain a registered agent and office to receive service of process in Wyoming. The Wyoming registered agent should be available, at a Wyoming physical address, during normal business hours to accept important legal and tax documents on behalf of the Wyoming corporation. The registered agent can either be (1) an individual with a physical Wyoming address or (2) a corporation authorized to serve as registered agent.
Wyoming Registered Office: Pursuant to 17-28-107, Wyoming Statutes, all Wyoming domestic corporations must maintain at their Wyoming Registered Office, current dated within 60 days until the corporation’s first Wyoming Annual Report is filed, a list of all of their officers and directors and respective addresses. A current list of the officers and directors MUST be supplied to the registered agent at the time of filing the Articles of Incorporation. Any change in the officers and/or directors during the first year must be supplied to the Wyoming Registered Agent within 60 days of the date of change.
Wyoming Corporation Post-Filing Requirements:
<pWyoming Corporation Annual Report: Wyoming corporations must file an Wyoming Corporation Annual report which is due on the first day of the anniversary month of formation. For example, if your Wyoming corporation formation date is May 20th then your Wyoming corporation annual report would be due on May 1st of every year. If not paid within sixty (60) days from the due date, the entity will be subject to dissolution/revocation. The Wyoming corporation annual report fee is based on an annual license tax based on assets located in Wyoming. A license tax worksheet is included as part of the Wyoming annual report. The tax is either $50 or $.0002 per dollar, whichever is greater. Corporations with $250,000 or less of Wyoming assets only pay the $50 minimum fee. To file and pay online, visit https://wyobiz.wy.gov/Business/ARWizard.aspx.
Wyoming corporation annual reports must contain the following:
- The name of the Wyoming corporation.
- Mailing address of the Wyoming corporation.
- The name and address of the corporation’s directors and principal officers.
Wyoming Corporate Minutes:
Wyoming corporations should hold and document annual shareholder and director meetings.
Wyoming Corporation Taxes
Wyoming Corporation Taxes: Wyoming does not have personal or corporate income tax.
Wyoming C Corporation: When incorporating in Wyoming, all Wyoming corporations formed by default are “C” corporations. A Wyoming C corporation is a Wyoming corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Wyoming C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Wyoming C corporations offer many planning and benefit opportunities.
Wyoming S Corporation: A Wyoming S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Wyoming S corporations are not subject to the double taxation C corporations encounter. As Wyoming does not impose personal income tax, a subchapter-S election has federal tax law implications, but not Wyoming tax implications, for Wyoming corporations with Wyoming-based shareholders.
These are the 3 main advantages of forming a Wyoming S corporation:
- No double taxation: One of the main advantages of Wyoming S corporation status is that it avoids the double taxation that occurs with a regular Wyoming C corporation. In a Wyoming C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a Wyoming S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Wyoming C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Wyoming, Wyoming corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.
Wyoming Corporation Dissolution
Wyoming Corporation State Dissolution Requirements: A Wyoming corporation can be voluntarily dissolved by filing Profit Corporation Articles of Dissolution by Incorporators or Initial Directors or Profit Corporation Articles of Dissolution by Shareholders with the Wyoming Secretary of State. Within 120 days of filing the Articles of Dissolution a Wyoming corporation may file Articles of Revocation of Dissolution. Wyoming corporations are not required to obtain Wyoming Department of Revenue clearance prior to dissolution. The fee to dissolve a Wyoming corporation is $50.
Wyoming Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.