Wyoming Articles of Incorporation
Wyoming articles of incorporation form a corporation by filing with the Secretary of State for $100, setting the name, shares, and agent. No corporate income tax. Attorney review available.
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Introduction
Wyoming levies no corporate income tax and no corporate franchise tax; its recurring state charge is an annual license tax of at least $60, and a profit corporation is created as a separate legal entity by filing articles of incorporation with the Wyoming Secretary of State under the Wyoming Business Corporation Act (Title 17, Chapter 16). Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Wyoming law requires the articles to set forth the corporation's name, the number of shares the corporation is authorized to issue (which may be unlimited if so stated), the street address of the initial registered office and the name of the initial registered agent, and the name and address of each incorporator (W.S. 17-16-202). A written consent to appointment signed by the registered agent is filed with the articles. The filing fee paid to the Secretary of State is $100. Wyoming has no corporate income tax and no corporate franchise tax; the recurring state obligation is the Annual Report and its annual license tax, which is the greater of $60 or two-tenths of one mill ($.0002) on the corporation's capital, property, and assets located and employed in Wyoming. The Annual Report is due on or before the first day of the corporation's anniversary month each year. DocDraft builds your Wyoming articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Wyoming, articles of incorporation are the founding document filed with the Secretary of State to create a corporation as a separate legal entity, formed as a profit corporation under the Wyoming Business Corporation Act (Title 17, Chapter 16).
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You file the articles with the Wyoming Secretary of State and pay a $100 filing fee. The Secretary of State is the filing office for forming a Wyoming corporation.
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Wyoming requires the articles to set forth the corporation's name, the number of authorized shares (which may be unlimited if so stated), the street address of the initial registered office and the name of the initial registered agent, and the name and address of each incorporator (W.S. 17-16-202).
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A written consent to appointment signed by the registered agent is filed with the articles. The registered agent must have a physical Wyoming street address that is the same as the registered office, and the corporation must maintain a registered agent in the state.
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Wyoming has no corporate income tax and no corporate franchise tax. The recurring state obligation for a Wyoming corporation is the Annual Report and its annual license tax, not an income or franchise tax.
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The annual license tax is the greater of $60 or two-tenths of one mill ($.0002) on the corporation's capital, property, and assets located and employed in Wyoming. The Annual Report is due on or before the first day of the corporation's anniversary month each year.
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Articles of incorporation form a corporation. To form a Wyoming limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Wyoming, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Wyoming Requirements for Articles of Incorporation
A Wyoming profit corporation is formed by filing Articles of Incorporation with the Wyoming Secretary of State. The filing fee is $100. The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on record with the Wyoming Secretary of State (W.S. 17-16-202).
The articles must state the street address of the initial registered office and the name of the initial registered agent, and a written consent to appointment signed by the registered agent is filed with the articles. The agent must have a physical Wyoming street address that is the same as the registered office (W.S. 17-16-202).
The articles must state the name and address of each incorporator (W.S. 17-16-202). The incorporator signs the articles and does not have to be an owner, director, or officer of the corporation.
The articles must state the number of shares the corporation is authorized to issue, which may be unlimited if so stated. If more than one class of shares is authorized, the articles must give a distinguishing designation for each class (W.S. 17-16-202).
Each year the corporation must file an Annual Report with the Secretary of State on or before the first day of its anniversary month and pay an annual license tax that is the greater of $60 or two-tenths of one mill ($.0002) on the corporation assets located and employed in Wyoming.
Wyoming has no corporate income tax and no corporate franchise tax. The recurring state obligation for a Wyoming corporation is the Annual Report and its annual license tax, not an income or franchise tax. The corporation still has federal tax obligations.
Articles of incorporation form a corporation. To form a Wyoming limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Wyoming, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A profit corporation is formed under the Wyoming Business Corporation Act (Title 17, Chapter 16), and the articles set out the corporation's name, its authorized shares, its registered agent, and each incorporator (W.S. 17-16-202).
In Wyoming, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Wyoming Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Wyoming law. Choose the one that matches the entity you want to run.
You file the Articles of Incorporation for a profit corporation with the Wyoming Secretary of State, and the filing fee is $100. You can file by mail or online. A written consent to appointment signed by the registered agent is filed with the articles. Once the Secretary of State accepts and files the articles, the corporation legally exists in Wyoming.
Wyoming requires the articles to set forth the corporation's name; the number of shares the corporation is authorized to issue, which may be unlimited if so stated; the street address of the initial registered office and the name of the initial registered agent at that office; and the name and address of each incorporator (W.S. 17-16-202). If more than one class of shares is authorized, the articles must give a distinguishing designation for each class.
The registered agent named in Wyoming articles of incorporation must have a physical Wyoming street address that is the same as the registered office, and must sign a written consent to appointment that is filed with the articles. The agent can be an individual who resides in Wyoming or a business entity authorized to do business in the state. Every Wyoming corporation must continuously maintain a registered agent and registered office in the state.
No. Wyoming has no corporate income tax and no corporate franchise tax. Instead, the recurring state obligation for a Wyoming corporation is the Annual Report and its annual license tax, which is the greater of $60 or two-tenths of one mill ($.0002) on the corporation's capital, property, and assets located and employed in Wyoming. A Wyoming corporation still has federal tax obligations.
A Wyoming corporation must file an Annual Report with the Secretary of State on or before the first day of its anniversary month each year and pay an annual license tax. The license tax is the greater of $60 or two-tenths of one mill ($.0002) on the corporation's capital, property, and assets located and employed in Wyoming, so many small corporations pay the $60 minimum. Filing on time keeps the corporation in good standing.
In Wyoming, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Wyoming articles to exist as a corporation and the bylaws to govern it day to day.