To incorporate in Wyoming, file Profit Articles of Incorporation with the Wyoming Secretary of State and pay a $100 filing fee ($103.75 online). Online filings are approved almost immediately; paper filings take up to 15 business days. Wyoming has no corporate or personal income tax, and the recurring compliance cost starts at $60 a year. The full process, from name check to post-filing setup, is below.
Pick and Clear a Corporate Name
Your corporation’s name must be distinguishable from every other business entity on file with the Secretary of State, and it must end with a corporate designator: “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation such as “Corp.,” “Co.,” “Inc.,” or “Ltd.”1Justia. Wyoming Statutes 17-16-401 – Corporate Name
Check availability through the Secretary of State’s business entity search.2Wyoming Secretary of State. Business Entity Search If your name is available but you aren’t ready to file, you can hold it for 120 days by submitting a Name Reservation application with a $60 fee.3Wyoming Secretary of State. Profit – Name Reservation If you plan to file right away, skip the reservation.
Appoint a Registered Agent
Every Wyoming corporation must continuously have a registered agent and a registered office in the state. The office must be a physical street address in Wyoming, not a P.O. box, where someone can accept legal documents in person. The agent can be a Wyoming resident age 18 or older, or a business entity authorized to operate in the state, provided the agent’s business office is the registered office.4Justia. Wyoming Statutes 17-28-101 – Registered Office and Registered Agent
A signed Consent to Appointment by Registered Agent form must accompany your incorporation paperwork. The form confirms the agent has agreed to the role and must include the agent’s signature and the date.5Legal Information Institute. 002-2 Wyo. Code R. 2-4 – Consent to Appointment by Registered Agent Without it, the Secretary of State will not process the filing.
File the Articles of Incorporation
The Articles of Incorporation (labeled “Profit Articles of Incorporation” on state forms) are the document that creates your corporation. Download the form from the Secretary of State’s website or file through the online portal. The Articles must include:6Justia. Wyoming Statutes 17-16-202 – Articles of Incorporation
- The exact corporate name, with its designator.
- The number of authorized shares, which may be stated as unlimited. There is no minimum; many new corporations authorize a round figure such as 10,000 shares for flexibility.
- The name of the initial registered agent and the street address of the registered office in Wyoming.
- The name and address of each incorporator. The incorporator signs the document and does not need to become a shareholder, officer, or director.
Optional items include the names and addresses of initial directors and a statement of purpose.7Wyoming Secretary of State. Wyoming Business Corporation Act Wyoming allows a general “any lawful activity” purpose, so most incorporators do not write a narrow one. The principal office address, which can be inside or outside Wyoming, also goes on the form.
Submit the completed Articles and the Consent form with the filing fee. The base fee is $100; online filers pay a $3.75 convenience fee for a total of $103.75.8Wyoming Secretary of State. Form or Register a New Business Online filings become effective as soon as the submission is complete. Paper filings are processed in the order received, take up to 15 business days, and cannot be expedited.9Wyoming Secretary of State. How to Create a Wyoming Company Once the state processes the filing, you receive a Certificate of Incorporation.
Set Up the Corporation After Filing
The certificate makes the corporation exist. Several internal and federal steps still have to happen before it can function.
Adopt Bylaws
The incorporators or the board of directors must adopt initial bylaws.10Justia. Wyoming Statutes 17-16-206 – Bylaws Bylaws are the corporation’s internal rulebook, covering officer duties, how and when shareholder meetings are held, voting procedures, and how directors are elected or removed. Bylaws are not filed with the state, but they are required and should be kept with your corporate records.
Get an EIN
Every corporation needs a Federal Employer Identification Number from the IRS. The nine-digit number identifies the corporation for federal tax purposes.11LII / Legal Information Institute. Employer Identification Number (EIN) You’ll need it to file tax returns, hire employees, and open a business bank account. Apply online through the IRS website at no charge; the number is usually assigned immediately.
Issue Stock
After bylaws are adopted, issue shares to the initial shareholders. Wyoming does not require paper certificates; shareholders have the same rights whether or not a certificate exists.12Justia. Wyoming Statutes 17-16-625 – Form and Content of Certificates If you do issue certificates, each must state the corporation’s name, the shareholder’s name, and the number and class of shares. Two officers designated in the bylaws or by the board must sign each certificate. Bearer-form certificates are prohibited.
Open a Business Bank Account
Open a dedicated business account using the Certificate of Incorporation, the EIN, and the bylaws. Banks typically ask for all three to verify the corporation exists and identify authorized signers. Keeping corporate funds separate from personal funds is also one of the main things courts look at when deciding whether to hold shareholders personally liable for corporate debts.
Annual Report and License Tax
Every Wyoming corporation must file an annual report and pay a license tax. The report is due on the first day of the anniversary month of incorporation. Incorporate on September 15, and the report is due every September 1.13Wyoming Secretary of State. Annual Report Online Filing
The license tax is based on the value of the corporation’s assets located in Wyoming. The minimum is $60, or two-tenths of one mill per dollar of in-state assets ($0.0002 per dollar), whichever is greater.14Wyoming Secretary of State. Annual Report and License Tax Rules If the corporation holds assets in several states, only the Wyoming portion counts. Online filing adds a convenience fee of $2.25 to $8.95 depending on the tax amount. If the license tax exceeds $500, you must file by mail.
Missing the deadline can lead to administrative dissolution. The Secretary of State may dissolve a corporation that fails to deliver its annual report, fails to pay its license tax, or lacks a registered agent or registered office.15Justia. Wyoming Statutes 17-16-1420 – Grounds for Administrative Dissolution A dissolved corporation has two years to apply for reinstatement by paying all delinquent fees and taxes plus a reinstatement fee.16Justia. Wyoming Statutes 17-16-1422 – Reinstatement Following Administrative Dissolution
Should You Elect S-Corporation Tax Status?
A Wyoming corporation is taxed as a C-corporation by default. The IRS taxes corporate profits, then taxes shareholders again when profits are distributed as dividends. To avoid that double layer, you can elect S-corporation status by filing IRS Form 2553. To qualify, the corporation must:17Internal Revenue Service. S Corporations
- Have no more than 100 shareholders.
- Have only one class of stock.
- Have only allowable shareholders (individuals, certain trusts, and estates; not partnerships, other corporations, or non-resident aliens).
- Not be an ineligible type of corporation, such as certain financial institutions or insurance companies.
For the election to take effect in the current tax year, Form 2553 generally must be filed within two months and 15 days of the start of that year. A calendar-year corporation wanting S-corp treatment starting in 2026 must file by March 16, 2026.18IRS. Publication 509 – Tax Calendars for Use in 2026 A late filing pushes the election to the following year. Because Wyoming has no state corporate income tax, the election only matters for your federal return, though another state’s rules may apply if the corporation does business there.
If You Will Operate Outside Wyoming
Forming in Wyoming does not authorize the corporation to do business in other states. If the corporation has a physical presence, employees, or regular ongoing operations elsewhere, that state will generally require registration as a “foreign corporation,” which involves separate paperwork, fees, and a registered agent in that state. Each state defines “doing business” differently, so the threshold varies. Failing to register can bring penalties and can block the corporation from using that state’s courts to enforce its contracts.