How To Incorporate in Wyoming
How To Incorporate in Wyoming


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Incorporating in Wyoming


Wyoming makes starting a company easy. The state’s strong privacy laws, lack of taxes and low fees have allowed us to supplant Nevada as the go-to state for incorporating a company. Everything can usually be handled online, and service providers like us take care of the small details.

What will you find on this page? There are three primary sections which detail which corporate you may choose from, how to incorporate in Wyoming and then How-To-Guides designed to make your life easy. Scroll through everything or click the link to jump to what you want.

What corporations does Wyoming offer?

Wyoming offers a number of unique corporate structures, but for the uninitiated it can seem like wading through alphabet soup. Wyoming offers the traditional C-Corps and S-Corps, but has a few extra options. For example, a popular alternative is the Close-Corp because it has reduced corporate formalities and is ideal for small intimate groups such as families, i.e. people who are...close! Read on to find which your preferred incorporation.

Wyoming LLCs

Most of these benefits are unavailable to sole proprietorships and general partnerships. Creating a Wyoming LLC provides the following advantages:

  • Limited liability protection: Owners are not responsible for business debts and liabilities. This is referred to as a corporate veil or shield.
  • Different membership classes. LLCs may create different share classes allowing for a custom distribution of economic and voting rights, e.g. through the creation of so-called preferred shares.
  • Fewer formalities. LLCs require less annual paperwork than, and do not face the meeting requirements imposed on C corporations and S corporations.
  • No ownership restrictions. No or very few ownership restrictions, e.g. share owners may be other LLC’s, the number of owners or shares isn’t limited either. Compare this to Nevada!
  • Increased privacy if you use our Wyoming Registered Agent service .

Our Wyoming LLC Articles:

    1. Wyoming LLC Home
    2. LLC Benefits
    3. WY LLC Privacy
    4. Funding Your LLC
    5. LLC Taxes

Wyoming C-Corporation

One common purpose for forming a corporation is that it’s a separate legal entity, formed under state law, which protects owners from creditor claims. It can be viewed as a basic form of asset protection. Incorporating a business automatically makes a “C” or “regular” corporation. A C corp is considered a separate taxpayer, with taxation occurring at the corporate level, independently of the owners.

Corporate profits may then be distributed to owners as dividends. Many small businesses do not opt for C corporations because of this tax feature. This feature, along with limited privacy compared to a Wyoming LLC, make C-Corps significantly less popular. Nonetheless, we will cover them here in the interest of being thorough.

    • Raise capital easily. Capital can be raised through selling stock.
    • Earnings remain inside the business. Earnings may be retained for reasonable business needs, in accordance with tax provisions on accumulated earning, rather than distributing them to owners.
    • Unlimited life. When a C corporation’s owner incurs a disabling illness or dies, the corporation does not cease to exist.
    • Salaries are deductible. Salaries paid to owners, though taxed at the individual level, are deducted from C Corp profits for income tax purposes. S-corps don’t receive this benefit.

    Learn more about:

Wyoming Close Corp

The Wyoming Close Corporation was created by specifically for small companies which have few stock holders, generally with ties to another, such as family, friends or business partners. Close corporations are regular business corporations which have elected to operate in an informal manner similar to partnerships.

Traditional business corporations must hold regular shareholder/director meetings, elect directors, and provide proposals for significant corporate actions. Family corporations do not generally hold annual meetings given a family often makes decisions around a dinner table etc. A board of directors is also not required for a close corporation. The result being there is significantly less paperwork required. In short, a Wyoming Close Corporation allows small corporations to bypass more traditional corporate formalities.

General Characteristics

  • Fewer shareholders — no more than 35 shareholders.
  • Wyoming Statutory Close Corporation Supplement to the Wyoming Business Corporation Act, W.S. 17-17-101 et seq.

Advantages

  • Limited liability — same as LLC.
  • Simple operations — none of the pomp and circumstance required from regular corporations.
  • Reduced costs — relaxed governance means reduced accounting, legal and administrative fees.
  • Buyout provision — owners may buy out the interest of a deceased shareholder per shareholder agreements.

Disadvantages

A “Close Corporation” is a highly advantageous and flexible structure for small to medium businesses. Though, possible disadvantages are:

  • Share transfers/sales are prohibited except in explicitly stated circumstances

Tax Implications

Close corporations are considered the same as regular corporations. See IRS Publication 542 along with instructions for Form 2553.

Wyoming S-Corporation

These are the simplest and most straight forward type of corporation allowed. The corporation doesn’t exist in the eyes of the IRS and is viewed as a disregarded entity. The benefits of an S-corp versus forming a different type of corporation are:

  • Pass-through taxation. Profits and losses pass through the corporation, it’s “disregarded”, and onto your personal tax return (the corporation pays no taxes).
  • No double taxation. This structure avoids the “double-taxation” associated with C Corps, the first tax occurring at the corporate level and the second on distributions, since in this case there are no taxes at the corporate level.
  • Lower audit risk. Audits are performed less frequently on S-corps than sole proprietorships.

The benefits of an S-corp versus operating without a license are:

  • Credibility: They are often perceived as being a more professional/legitimate entity than operating under your personal name

What’s a DBA?


A “doing business as” (DBA) filing enables a business to operate under an assumed name, fictitious business name or trade name. This is useful for when you wish to use multiple names for one business, or for sole-proprietors who wish to operate under a name which isn’t their own without having to file for a formal corporation. Though, incorporating a Wyoming company online is so easy there’s little reason to avoid it.

Once approved, the business is allowed to use the name as its official name for:

  • Opening a business bank account
  • Advertising and/or directories, e.g. flyers and the yellow pages
  • Undertake transactions, e.g. signing contracts

resource articles

We hope you enjoyed our section on incorporating in Wyoming. You may fill out our online forms to have us handle it for you, or you can file the necessary paperwork yourself. We also have a glossary of basic terms here.

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