Form a Corporation in Wyoming.

Articles of Incorporation

Before it can legitimately begin conducting operations in the state, a new Wyoming corporation must file articles of incorporation with the Corporations Department of the state Secretary of State’s office. The articles must be executed (signed) and delivered by at least one incorporator, who must be a natural person of legal age.

The articles must be accompanied by a $100 filing fee. The following information must be included in the articles of incorporation:

• An initial registered agent
• Signed acceptance by the registered agent of appointment as such
• The street address of the corporation’s initial registered office
• The number of shares that the corporation is authorized to issue, itemized by class (if any) and with preferences, limitations, and relative rights of each class designated
• The name and address of each incorporator (must also sign the articles)

If a corporation wants to amend its articles of incorporation, it must file articles of amendment to the secretary of state that specify:

• The name of the corporation
• The text of each amendment adopted
• If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment (if not contained in the amendment itself)
• The date when each amendment was adopted
• If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required
• If an amendment was approved by the shareholders, the number of votes entitled to be cast by each separate voting group and the number of votes actually cast by each group, as well as the total number of votes cast for and against the amendment by each voting group

Registered Agent and Office

Every Wyoming corporation must have a registered agent in the state—the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to be listed in and sign the articles of incorporation, indicating acceptance of the appointment as registered agent. The articles must also be accompanied by a separate written consent signed by the registered agent.

The registered agent must be either a Wyoming resident whose business office is the same as the registered office, or a business entity authorized to conduct business in the Cowboy State that has a business office identical to the registered office.

Bylaws

Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Wyoming corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise stated by the corporation’s bylaws.

Requiment Reports

Wyoming corporations must file a report with the state each year by December 1. Additionally, they must furnish annual financial statements upon request to shareholders. These statements should include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year (unless that information appears elsewhere in the financial statements).

Corporations must also mail upon request annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him or her the latest financial statements.

Taxes

“S corporation” status is recognized by the Wyoming Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Since Wyoming does not impose a state corporate or individual income tax, a subchapter S choice in this state has federal implications for Wyoming corporations, but no state impact.

Wyoming does, however, impose an annual LLC tax (called the Annual Report License tax) of $50 or $.0002 of every dollar of the corporation’s assets located or employed in Wyoming, whichever is greater.