Do I need a lawyer to Incorporate in Wyoming? |
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The short answer is no.
The state of Wyoming does not legally require a lawyer to form a
Wyoming Corporation.
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The short answer is no.
The state of Wyoming does not legally require a lawyer to form a
Wyoming Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Wyoming Corporation.
However, if there is anything about Incorporating in Wyoming
that you're not sure about you should seek the advice of a competent Wyoming lawyer, a Wyoming accountant,
or both before you Incorporate in Wyoming.
Once you have made the decision to Incorporate in Wyoming, a Wyoming lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Wyoming Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Wyoming?
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You are not legally required to reserve a Company Name for a new Wyoming Corporation before you submit your application to Incorporate in
Wyoming.
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You are not legally required to reserve a Company Name for a new Wyoming Corporation before you submit your application to Incorporate in
Wyoming.
Whether or not you need to reserve a company name for your new Wyoming Corporation depends entirely on your business situation.
The Wyoming Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Wyoming Company Name.
Click here for more information on
Wyoming Company Name Reservation
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What if the Wyoming Corporation Name I want is already taken?
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If the Name you have chosen for your new Wyoming Corporation is already in use by a currently active
Wyoming Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Wyoming Secretary of State. "DBA" is an abbreviation for "Doing Business As."
In Wyoming a DBA Name is called a Trade Name.
We verify that the Name you have chose for your new Wyoming Corporation is available before we submit
your Incorporation filing to the Wyoming Secretary of State.
If necessary we can register a Trade Name in Wyoming for you so that you can open your new Wyoming business as quickly as possible.
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What do I have to do to Incorporate in Wyoming?
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8 things you have to do in order to Incorporate in Wyoming.
1. Choose a name for your Wyoming Corporation
2. Select an official address and a Registered Agent for your Wyoming Corporation
3. Choose a Board of Directors for your Wyoming Corporation
4. Decide who will be Officers for your Wyoming Corporation
5. Determine how you want your Wyoming Corporation to be taxed
6. File Articles of Incorporation with the Wyoming Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Wyoming Corporation
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Your Wyoming Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Wyoming Corporation name that you choose must be distinguishable from the name of any other registered Wyoming Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Wyoming.
Your Wyoming Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Wyoming Corporation name must not be a name that is likely to mislead the public.
The name of a Wyoming Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Wyoming Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Wyoming Secretary of State (and pay a fee).
We will:
- Check to make sure that your Wyoming Corporation name is available
- Make sure your Wyoming Corporation name conforms to state of Wyoming regulations
- Reserve your Wyoming Corporation name with the Wyoming Secretary of State
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2. Select an official address and a Registered Agent for your Wyoming Corporation
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Every Wyoming Corporation must have an address that is physically located in the state of Wyoming.
This address is "registered" with the Wyoming Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Wyoming to receive all correspondence on behalf of the Wyoming
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Wyoming Corporations hire a Registered Agent because they don't have a physical
address within the state of Wyoming or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Wyoming Corporation.
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3. Choose a Board of Directors for your Wyoming Corporation
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All Wyoming Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Wyoming Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Wyoming Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Wyoming or shareholders of the Wyoming Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Wyoming Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Wyoming Corporation
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The Board of Directors elects Officers for your Wyoming Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Wyoming Corporation.
Officers handle the day to day operation of the Wyoming Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Wyoming Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Wyoming Corporation.
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5. Determine how you want your Wyoming Corporation to be taxed
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There is no Corporate Income Tax in the state of Wyoming.
You may form an S Corporation in Wyoming.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Wyoming Corporate Income Tax.
Click here for more Wyoming Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Wyoming Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Wyoming Secretary of State
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In order to form a Corporation in Wyoming you must file Articles of Incorporation with the Wyoming Secretary of State.
The Articles of Incorporation must include certain specific information about your Wyoming business. If the Articles do not conform exactly to state of Wyoming requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Wyoming Corporation but you will have to pay a fee to the state of
Wyoming in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Wyoming Corporation.
All Wyoming Corporations are required to have an FEIN.
- We can obtain an FEIN for your Wyoming Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Wyoming Corporation.
When you form your Wyoming Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Wyoming Corporations hold 100% of the shares.
Stockholders in a Wyoming Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Wyoming Corporation is able to make all Corporate business decisions.
Wyoming Corporations usually hold at least 51% of the corporate stock in order to retain control of the Wyoming Corporation.
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What do I have to do after I form my Wyoming Corporation? |
6 things you have to do after you Incorporate in Wyoming.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Wyoming for your WY Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Wyoming Corporation reports
6. Keep proper records of your Wyoming Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Wyoming Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Wyoming Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Wyoming Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Wyoming law or
the Wyoming Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Wyoming office.
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2. Open a Business Bank Account in Wyoming
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It's very important that you have a separate business bank account for your Wyoming Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Wyoming Incorporation package.
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Note that forming a Wyoming Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Wyoming Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Wyoming Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Wyoming Corporation vary depending on your business activities
and the specific locations within the state of Wyoming in which you want to conduct business.
If your Wyoming Corporation will be selling products in Wyoming you may be required to obtain a Reseller's Permit from the appropriate
Wyoming state agency.
If your Wyoming Corporation will be selling products in Wyoming you will also be responsible for all applicable local and state of Wyoming
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Wyoming Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Wyoming Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Wyoming Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Wyoming Corporation into a form that complies with all
state of Wyoming requirements.
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5. File the required Wyoming Corporation reports
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| The Wyoming Secretary of State does not have any Initial Annual Report requirements for a new Wyoming Corporation. | Every Wyoming Corporation is required to file an Annual Report with the Wyoming Secretary of State EACH year.
The Wyoming Corporation Annual Report is due at the Wyoming Secretary of State EACH year by the first day of the anniversary month in which the WY Secretary of State first approved the Wyoming Corporation.
For example, if the Wyoming Corporation was initially approved by the Wyoming Secretary of State on April 15, then the Wyoming Corporation Annual Report is due at the Wyoming Secretary of State by April 1 EACH year.
The fee for a Wyoming Corporation Annual Report is based on assets located in the state of Wyoming. | | If a Wyoming Corporation does not file its Corporation Annual Report with the WY Secretary of State by the due date then that Wyoming Corporation may eventually be administratively dissolved by the Wyoming Secretary of State. |
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We can fill out and file any Annual Report with the Wyoming Secretary of State after your Wyoming Business gets going.
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6. Keep proper records of your Wyoming Corporation on file
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Keep the following records on file and available at the principal business office of your Wyoming Corporation:
- Names and addresses of all Directors and Officers of the Wyoming Corporation
- Articles of Incorporation for the Wyoming Corporation and any Amendments to them
- Corporate Bylaws for the Wyoming Corporation and any Amendments to them
- List of current shareholders of the Wyoming Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Wyoming Corporation
- Copies of all tax returns and Annual Reports for the Wyoming Corporation for the last 3 years
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What information do I need in order to Incorporate in Wyoming? |
In order to Incorporate in Wyoming you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Wyoming you'll need the following information about your new Company:
- The name of your new Wyoming Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Wyoming (not a PO Box)
- Name and address of your Wyoming Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Wyoming Corporation
- Names and addresses of the initial Directors of the Wyoming Corporation
- The number of shares of stock that the Wyoming Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Wyoming becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Wyoming.
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How long does it take to Incorporate in Wyoming? |
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Processing times for new Wyoming Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Wyoming Articles of Incorporation takes the state around 1-2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Wyoming LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE WYOMING SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Wyoming Secretary of State.
In our experience 1-2 business days is the time it usually takes the Wyoming Secretary of State to process
a new Wyoming Corporation application.
We get your Wyoming Corporation application to the WY Secretary of State ASAP.
Once it is at the state we have no control over the new Wyoming Corporation application process.
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Are there any Expedited Processing Options for new WY Corporation Filings?
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| The Wyoming Secretary of State does not offer any expedited processing options for a new Wyoming Corporation filing. |
How much does it cost to Incorporate in Wyoming? |
The state of Wyoming charges $105.00 to Incorporate in WY.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the WY Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Wyoming our processing fees are $125.00.
We start processing your new Wyoming Corporation order as soon as we get it.
Total cost includes:
- WY Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Wyoming Secretary of State
- Certified Copies of Articles
- Wyoming Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Wyoming Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Wyoming then you will
most likely need to form a Wyoming Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Wyoming then you will
most likely need to form a Wyoming Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Wyoming Secretary of State.
Depending on exactly what it is that you want to do in Wyoming, approval from a specific Wyoming state agency or board may be required before the WY Secretary of State will approve a new
Wyoming Professional Corporation filing.
This could add to the total processing time for a new Wyoming Corporation.
Click here for more information on a
Wyoming Professional Corporation.
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Wyoming Foreign Corporation Qualification |
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You want to do business in the state of Wyoming but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Wyoming you must register with the Wyoming Secretary of State as
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You want to do business in the state of Wyoming but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Wyoming you must register with the Wyoming Secretary of State as
a Wyoming Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Wyoming is called Wyoming Corporation Foreign Qualification.
The process of Wyoming Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Wyoming.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Wyoming Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Wyoming Foreign Corporation.
Click here for specific requirements for
Wyoming Corporation Foreign Qualification.
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