To incorporate in Wyoming, you file Articles of Incorporation with the Secretary of State and pay a $100 filing fee. The whole thing can be done online in one sitting. Wyoming has no state corporate income tax and no state personal income tax, which is a large part of why so many founders choose it, but the real work is making sure the pieces around that filing — name, registered agent, bylaws, EIN, and the annual report — are handled correctly from the start.
Pick and Clear a Corporate Name
Your corporate name has to be distinguishable from every other business entity already on file with the Secretary of State, and it cannot imply a purpose the articles don’t actually authorize.1Justia. Wyoming Code 17-16-401 – Corporate Name It must also include a corporate designator — Corporation, Incorporated, Company, or an abbreviation such as Corp., Inc., or Co. — so the public knows limited liability applies.
Run your preferred name through the Secretary of State’s online business entity search before you draft anything.2Wyoming Secretary of State. Business Entity Search If it’s available, you can reserve it for 120 days by filing a name reservation application. The reservation is non-renewable, so plan to file your articles inside that window.3Wyoming Secretary of State. Wyoming Business Corporation Act – Corporate Names Words like bank, trust, or insurance usually require sign-off from the relevant regulatory agency before the Secretary of State will accept them.
Appoint a Registered Agent
Every Wyoming corporation must have a registered agent with a physical street address in the state. The agent receives legal documents and official notices on the corporation’s behalf.4Justia. Wyoming Code 17-28-101 – Registered Office and Registered Agent The agent can be an individual who is at least 18, resides in Wyoming, and keeps a business office at the registered address, or it can be a domestic or foreign business entity authorized to operate in the state.
You need the agent to sign a Consent to Appointment form from the Secretary of State’s website.5Wyoming Secretary of State. RA Consent Form The state will not accept your Articles of Incorporation without that signed consent. If the corporation later loses its registered agent and doesn’t appoint a replacement, the Secretary of State classifies it as delinquent and starts the process toward administrative dissolution.6Wyoming Secretary of State. Chapter 28 – Registered Offices and Agents Many incorporators hire a professional registered agent service, especially if they don’t live in Wyoming or want their home address off public filings.
What Goes in the Articles of Incorporation
Wyoming’s Articles of Incorporation require four pieces of information:7Justia. Wyoming Code 17-16-202 – Articles of Incorporation
- The corporate name, exactly as chosen or reserved, with the required designator.
- The number of authorized shares. Wyoming allows “unlimited” if you don’t want a fixed cap.
- The name of your registered agent and the street address of the registered office.
- The name and address of each incorporator. An incorporator doesn’t have to be a future shareholder or director; they just sign and deliver the articles.
Shares and Par Value
How many shares to authorize is one of the first real business decisions in formation. A common approach for small corporations is a round number like 1,000 or 10,000 shares, which allows flexible ownership splits without unnecessarily large numbers on paper.
Wyoming does not require a par value. Par value is the minimum legal price at which a share can be sold, and in states that require it, founders who pay less than par technically owe the difference. Since par value is optional here, most incorporators skip it or set it at a fraction of a cent.7Justia. Wyoming Code 17-16-202 – Articles of Incorporation You can set up different classes of stock with distinct voting or dividend rights in the articles, but that isn’t required at formation.
File the Articles and Pay the Fee
You can file the Articles of Incorporation through the Secretary of State’s online Business Center or by mailing physical documents to the Cheyenne office. Online filings process almost immediately; mailed documents take several business days.8Wyoming Secretary of State. Form or Register a New Business The filing fee is $100 either way.9Wyoming Secretary of State. Business Division Filing Fee Schedule Online filers also pay a credit card processing fee of 2.4% of the filing amount, with a $1 minimum, so about $2.40 on a $100 filing.
Once the state processes payment and accepts the articles, it issues a Certificate of Incorporation. That document is your proof the corporation legally exists under Wyoming law, and you’ll use it to open a business bank account, apply for local permits, and satisfy anyone else who wants to confirm the entity is real.
Organize the Corporation After Filing
Filing the articles creates the corporation on paper. The organizational meeting is where it starts operating. Either the incorporators or the initial board of directors must adopt bylaws, the internal rulebook that governs how the corporation runs day to day.10Justia. Wyoming Code 17-16-206 – Bylaws
Bylaws
Bylaws typically cover how shareholder and board meetings are called, what counts as a quorum, how officers are appointed and removed, and how conflicts of interest are handled. A majority of the board usually constitutes a quorum, and decisions pass with a majority of those present, though your bylaws can set a higher threshold if you want extra protection on important votes. Bylaws should also address indemnification of directors and officers, so the corporation covers their legal costs when they act in good faith.
Directors and Officers
The board of directors manages the corporation’s business and affairs.11Justia. Wyoming Code 17-16-801 – Requirement for and Functions of Board of Directors At the organizational meeting, the board elects officers to run operations, usually at least a president, secretary, and treasurer. In a small corporation, one person can hold more than one officer position.
Corporate Records
Keep a corporate record book with the original articles, adopted bylaws, meeting minutes, and stock certificates or a stock ledger tracking ownership. This matters beyond good housekeeping. If the corporation is ever sued and someone argues the structure is a sham, organized records are the best defense against a court piercing the corporate veil and holding you personally liable for business debts.
Get a Federal EIN
Every corporation needs an Employer Identification Number from the IRS. It’s the federal tax ID used for hiring, banking, and tax filing.12Internal Revenue Service. Employer Identification Number You can apply online through the IRS website at no cost and receive the EIN immediately. The online session can’t be saved and expires after 15 minutes of inactivity, so have your information ready; otherwise you have to start over.13Internal Revenue Service. Get an Employer Identification Number Form SS-4 by fax or mail is the alternative.
The application asks for a responsible party, which the IRS defines as the individual who owns, controls, or exercises effective control over the entity and manages its funds. For a corporation, that’s usually the principal officer. The responsible party has to be an actual person, not another business entity, and you’ll provide their Social Security number or individual taxpayer identification number.14Internal Revenue Service. Responsible Parties and Nominees
Consider an S-Corporation Election
The IRS treats a corporation as a C-corporation by default, meaning the company pays corporate income tax on profits and shareholders pay personal income tax on dividends. If your corporation qualifies, you can elect S-corporation status by filing IRS Form 2553, which passes profits and losses through to shareholders’ personal returns instead.
Qualifying means a domestic corporation with no more than 100 shareholders. Every shareholder has to be a U.S. citizen or resident individual, or a qualifying trust or estate; other corporations, partnerships, and non-resident aliens cannot hold shares. You’re also limited to one class of stock, though voting rights can differ between shares as long as economic rights are identical. The filing deadline is two months and 15 days after the start of the tax year the election should cover. For a calendar-year corporation, that’s March 15. New corporations have 75 days from formation. Miss the window and the election takes effect the following year unless you qualify for late election relief.
Annual Report and License Tax
This is the ongoing obligation that catches new incorporators off guard. Every Wyoming corporation files an annual report and pays a license tax to the Secretary of State each year. The deadline is the first day of the anniversary month of incorporation, so a corporation formed on August 20 has its annual report due by August 1 every year after.15Wyoming Secretary of State. Annual Report Online Filing
The license tax is based on the corporation’s assets located in Wyoming. The minimum is $60, or two-tenths of one mill per dollar of Wyoming assets ($0.0002 per dollar), whichever is greater.16Wyoming Secretary of State. Wyoming Business Corporation Act A corporation with less than $300,000 in Wyoming assets pays the $60 minimum. The report itself lists your officers and directors and the address of your principal office, along with a certification of Wyoming-based assets.17Wyoming Secretary of State. Annual Report and License Tax Rules
Failing to file or pay is one of the grounds for administrative dissolution, along with losing your registered agent, providing false information in filings, or failing to respond to a subpoena.16Wyoming Secretary of State. Wyoming Business Corporation Act The Secretary of State initiates a proceeding before dissolving, so it doesn’t happen overnight, but reinstating a dissolved corporation adds cost and work. Put the annual report date on your calendar the day you incorporate.
What About Federal Beneficial Ownership Reporting?
Under the Corporate Transparency Act, corporations formed in the United States originally had to report their beneficial owners to the Financial Crimes Enforcement Network. As of a March 2025 interim final rule, all domestic corporations and their beneficial owners are exempt. The reporting obligation now applies only to entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction.18FinCEN.gov. Beneficial Ownership Information Reporting A purely domestic Wyoming corporation does not need to file a beneficial ownership information report, though FinCEN has indicated it may issue further rulemaking that could change the exemption’s scope.