Wyoming Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Wyoming is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, mailing address, physical address, name and address of the registered agent, and shares.

Wyoming law does allow for the formation of Professional Corporations (PC's). The corporate name of every professional corporation shall contain either the words "A Professional Corporation" or the capital initials "P.C.". These words or initials shall be the last word of the name of the professional corporation.

Corporations are managed by their Board of Directors. The minimum number of directors required in Wyoming is 1. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Wyoming corporations will be required to file an annual report each year with the Department of State on the first day of the anniversary month of the company's formation. The report must include information on the mailing address, principal office address, name and address of the registered agent, phone, fax, email, names and addresses of the officers and directors and details of the assets in Wyoming. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) by filing an Application for Registration of Trade Name with the Wyoming Secretary of State.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing Articles of Dissolution. All outstanding annual reports must be filed in order to dissolve the company.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Wyoming an application for S-Corporation Election is required to be filed with the IRS. As there is no state income tax in Wyoming there is no requirement to file an S-Corporation Election with the Wyoming Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Wyoming Department of Revenue at http://revenue.state.wy.us.

The formation document required to file an LLC in Wyoming is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, mailing address, physical address, and name and address of the registered agent.

Wyoming law does not allow for the formation of Professional LLC's (PLLC's). However, professionals can form their business as a regular LLC.

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Wyoming is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Wyoming corporations will be required to file an annual report each year with the Department of State on the first day of the anniversary month of the company's formation. The report must include information on the mailing address, principal office address, name and address of the registered agent, phone, fax, email, names and addresses of the officers and directors and details of the assets in Wyoming. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) by filing an Application for Registration of Trade Name with the Wyoming Secretary of State.

The LLC Law provides a procedure for voluntarily dissolving a domestic corporation by filing Articles of Dissolution. All outstanding annual reports must be filed in order to dissolve the company.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Wyoming Department of Revenue at http://revenue.state.wy.us.

The formation document required to file a Not-For-Profit corporation in Wyoming is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, specific purpose, NFP type, membership, mailing address, physical address, and name and address of the registered agent.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Wyoming is 3. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Wyoming NFP corporations will be required to file an annual report each year with the Department of State on the first day of the anniversary month of the company's formation. The report must include information on the mailing address, principal office address, name and address of the registered agent, phone, fax, email, names and addresses of the officers and directors and details of the assets in Wyoming. Failure to file the annual report may result in the company becoming inactive.

NFP corporations can register an Assumed Name (DBA) by filing an Application for Registration of Trade Name with the Wyoming Secretary of State.

The NFP corporation Law provides a procedure for voluntarily dissolving a domestic NFP corporation by filing Articles of Dissolution. If the corporation is a public benefit or religious corporation, a notice of intent to dissolve the corporation must be given to the Wyoming Secretary of State before the dissolution can be filed. All outstanding annual reports must be filed in order to dissolve the company.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Wyoming Department of Revenue at http://revenue.state.wy.us.