Key Takeaways
- $100 Articles of Incorporation filing fee (online submission (wyobiz.wyo.gov)) paid to the Wyoming Secretary of State, Business Division
- Minimum 1 director required (W.S. § 17-16-803)
- Annual Report (online Annual Report (wyobiz.wyo.gov)) due within the first day of the corporation's anniversary month in the first year after incorporation, minimum $60 annual report license tax fee; loss of good standing, followed by administrative dissolution if delinquent past the statutory window late penalty
- No corporate income tax and no franchise tax; the only annual state charge is the Annual Report license tax — $60 minimum, or $0.0002 per dollar of Wyoming-located assets if greater
- Registered Agent with a physical Wyoming street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; Wyoming adds no state income tax on top of the federal treatment
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in Wyoming means filing Articles of Incorporation with the Wyoming Secretary of State, paying a $100 filing fee, appointing at least 1 director, and keeping up an annual report — and almost nothing else, because Wyoming charges no corporate income tax and no franchise tax. The only recurring state cost is the Annual Report license tax, which starts at $60. This guide walks through every step and cost for forming a Wyoming C-Corporation, with same-day online filing available through LLC Attorney starting at $49.
C-Corp vs LLC in Wyoming
Most first-time business owners in Wyoming choose an LLC, and given Wyoming's strong charging-order protection for LLCs, that default is often correct. A Wyoming corporation earns its place in narrower situations — when you need to issue stock, bring on equity investors, or set up a formal board and officer structure that a corporation provides and an LLC does not.
Choose a Wyoming corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Wyoming is usually the better choice. A Delaware corporation operating in Wyoming still has to register as a foreign corporation there, pay Wyoming fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Wyoming?
Wyoming pioneered the modern LLC in 1977 and has built one of the most business-friendly statutory frameworks in the country, and that philosophy carries over to its corporations. There is no corporate income tax, no franchise tax, and no requirement to publicly disclose shareholders. The combination of a flat $60 minimum annual cost, strong privacy, and immediate online filing makes Wyoming attractive to closely held operating companies and holding structures that do not need the institutional-investor signaling of a Delaware C-Corp.
Key Wyoming-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Minimum of 1 director (W.S. § 17-16-803); no residency, citizenship, or shareholder requirement
- No corporate income tax and no franchise tax; the only annual state charge is the Annual Report license tax — $60 minimum, or $0.0002 per dollar of Wyoming-located assets if greater
- Annual Report license tax is the only recurring state charge — $60 minimum, due the first day of your anniversary month
- No public shareholder disclosure — Wyoming does not require shareholder names in the Articles of Incorporation or the annual report
Selecting a Name for Your Wyoming Corporation
Your corporation's name must comply with Wyoming naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Wyoming-approved designator (W.S. § 17-16-401)
- Must be distinguishable from all existing Wyoming entities in the WyoBiz business entity search
- the name must contain Corporation, Incorporated, Company, or Limited, or an abbreviation such as Corp., Inc., Co., or Ltd., and must be distinguishable from every active entity in the WyoBiz database; names suggesting a bank, trust, or government affiliation require separate approval
- Names implying government affiliation or banking activity are restricted
Search the WyoBiz business entity search at wyobiz.wyo.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the Wyoming Secretary of State, Business Division, $60 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Wyoming Corporation
A Wyoming corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Wyoming's director requirements: Wyoming requires a board of at least 1 director (W.S. § 17-16-803). Directors do not have to be Wyoming residents, U.S. citizens, or shareholders, and Wyoming imposes no minimum age beyond the capacity to serve. The Articles of Incorporation do not have to name the initial directors; the incorporator can appoint them in the organizational consent after filing.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Wyoming requires the officers described in its bylaws or appointed by the board, with one individual permitted to hold every office (W.S. § 17-16-840). One person can be the sole director and simultaneously serve as President, Secretary, and Treasurer — Wyoming expressly allows a single individual to hold every office (W.S. § 17-16-840).
Designating a Registered Agent
Every Wyoming corporation must designate a Registered Agent — a person or entity with a physical Wyoming street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Every Wyoming corporation must continuously maintain a Registered Agent with a physical street address in Wyoming (W.S. § 17-28-101 et seq.); a P.O. box, mail-forwarding service, or virtual address does not satisfy the rule. The agent must be available during normal business hours to accept service of process and forward official state mail. Because many Wyoming corporations are formed by owners who live elsewhere, the registered agent is frequently the corporation's only in-state presence.
If the Wyoming Secretary of State, Business Division cannot deliver legal notices to your Registered Agent, Wyoming can administratively administratively dissolve your corporation. LLC Attorney's Wyoming Registered Agent service is $125/year.
Wyoming Corporation Costs and Compliance
How to Form a Corporation in Wyoming
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Wyoming's requirements.
Your corporate name must be distinguishable from all existing Wyoming entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in W.S. § 17-16-401). Search the WyoBiz business entity search at wyobiz.wyo.gov before preparing any documents. Searching WyoBiz at wyobiz.wyo.gov confirms a name is available with the state, but it does not clear trademark rights — run the name against the USPTO database separately before you build a brand on it.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Wyoming Secretary of State, Business Division, $60 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Wyoming requires 1 director at formation. A single founder may be the corporation's only director and hold every officer seat. Decide whether a one-person board fits your plans or whether you expect to bring on co-founders or investor-designated directors, since the number of directors is set by the bylaws and can be changed without amending the Articles in Wyoming. Write down your director names and Wyoming addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Wyoming corporation must have a Registered Agent with a physical Wyoming street address. P.O. boxes are not accepted. Out-of-state founders almost always appoint a commercial Registered Agent because they have no Wyoming office. LLC Attorney can serve as your Wyoming Registered Agent and route every state notice and legal document to your client portal.
Step 5 — Complete the Articles of Incorporation (online submission (wyobiz.wyo.gov)).
Go to sos.wyo.gov and use the current version of the Articles of Incorporation. Always file directly through the Wyoming Secretary of State, Business Division — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Wyoming street address
- Your authorized share structure — set a modest authorized-share count such as 1,000 or 10,000 shares with no par value, because Wyoming does not tax authorized shares and the count only affects internal cap-table math
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The total number of shares the corporation is authorized to issue (Wyoming does not tie any tax to this number, but it must appear in the Articles)
Step 6 — File the Articles of Incorporation and pay the $100 fee.
File online at wyobiz.wyo.gov or by mail to the Wyoming Secretary of State, Business Division in Cheyenne. Online processing is immediate for online filings; 5 to 7 business days for mailed filings under normal volume.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Wyoming Secretary of State, Business Division approves your filing. Standard processing is immediate for online filings; 5 to 7 business days for mailed filings; 10 to 14 business days for mailed filings during high-volume stretches such as the January filing rush during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Wyoming does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Wyoming bylaws are adopted by the incorporator or the initial board and are not filed with the state. The Wyoming Business Corporation Act gives broad freedom to structure quorum, voting, and officer roles, so draft bylaws that match how your board will actually operate rather than relying on filler language. A generic template may omit Wyoming-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Wyoming places no franchise tax or per-share fee on your authorized share count, so there is no Delaware-style penalty for authorizing extra shares. Pick a number that leaves headroom for co-founders, advisors, and an option pool — 10,000,000 shares at $0.00001 par is common for a venture-track company, while a closely held operating corporation can comfortably authorize 1,000 to 100,000 shares.
Step 10 — File your initial Annual Report (online Annual Report (wyobiz.wyo.gov)) within the first day of the corporation's anniversary month in the first year after incorporation.
After your Articles of Incorporation is approved, you have the first day of the corporation's anniversary month in the first year after incorporation to file online Annual Report (wyobiz.wyo.gov) with the Wyoming Secretary of State, Business Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: minimum $60 annual report license tax. Missing the deadline triggers a loss of good standing, followed by administrative dissolution if delinquent past the statutory window penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Wyoming state taxes.
Your federal EIN does not automatically register you with Wyoming state agencies. Depending on your business type:
- Wyoming sales and use tax (Wyoming Department of Revenue, if you sell taxable goods or services) — revenue.wyo.gov
- Wyoming employer payroll taxes (Wyoming Department of Workforce Services, if hiring Wyoming employees) — wyomingworkforce.org
- Wyoming sales and use tax (Department of Revenue) — register only if the corporation sells taxable goods or services within Wyoming; the state rate is 4% plus local option taxes
Step 14 — Pay your Wyoming annual tax.
Wyoming has no franchise tax and no corporate income tax, so there is no separate tax filing to calculate or remit to the state for the corporation itself. The single recurring payment is the Annual Report license tax, filed online at wyobiz.wyo.gov on the first day of your anniversary month. The amount is the greater of $60 or $0.0002 multiplied by the value of assets the corporation locates and employs within Wyoming, which means corporations that hold their assets outside Wyoming almost always pay the $60 floor.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Wyoming corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Wyoming filing. Because Wyoming has no personal or corporate income tax, an S-Corp election produces no state-level tax savings or cost — the benefit is purely federal, through reduced self-employment tax on distributions above a reasonable salary. The election makes the most sense for a profitable, closely held Wyoming operating corporation with U.S.-resident individual shareholders. Corporations that plan to raise venture capital, issue multiple share classes, or admit entity or non-resident shareholders should remain C-Corps, since those features disqualify the S-Corp election.
Step 16 — Set annual compliance reminders.
Wyoming corporations must file and pay on a recurring basis:
- Annual Report (online Annual Report (wyobiz.wyo.gov)): Annually, by the first day of the anniversary month, minimum $60 annual report license tax fee — loss of good standing, followed by administrative dissolution if delinquent past the statutory window if missed
- Annual Report license tax: due the first day of your anniversary month each year; $60 minimum, scaling only if Wyoming-located assets exceed roughly $300,000
Missing these filings puts your corporation in bad standing with the Wyoming Secretary of State, Business Division and Wyoming Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Wyoming. If you would rather not manage this process, the service handles Wyoming corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the Wyoming Secretary of State, Business Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a online Annual Report (wyobiz.wyo.gov) deadline or annual tax payment.
S-Corp Election for Wyoming Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Wyoming corporation remains a Wyoming corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Wyoming treatment of S-Corps: Because Wyoming has no personal or corporate income tax, an S-Corp election produces no state-level tax savings or cost — the benefit is purely federal, through reduced self-employment tax on distributions above a reasonable salary. The election makes the most sense for a profitable, closely held Wyoming operating corporation with U.S.-resident individual shareholders. Corporations that plan to raise venture capital, issue multiple share classes, or admit entity or non-resident shareholders should remain C-Corps, since those features disqualify the S-Corp election.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Wyoming Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Wyoming-specific wrinkles: Wyoming may have corporate law provisions a generic national template does not cover correctly.
Is Wyoming a State Where Legal or Tax Advice Matters More for Corporations?
Wyoming's no-income-tax, privacy-forward statutes draw out-of-state founders, holding-company owners, and high-liability professionals, and those are exactly the fact patterns where a C-Corp may be the wrong vehicle. If you plan to raise institutional capital, most investors will still require a Delaware C-Corp; if you want pass-through treatment, an LLC or an S-Corp election may serve you better. An attorney or experienced formation service can confirm that a Wyoming C-Corp matches your tax goals and ownership structure before you file, and can structure your share count and bylaws to fit.
What You Actually Get When You Incorporate in Wyoming with LLC Attorney
A Wyoming corporation that has merely been filed with the state is not a working corporation. The filing creates the legal entity, but it does not produce the bylaws, organizational consents, or stock records that let the corporation open a bank account, take on shareholders, and keep its liability shield intact. A "$0 filing" that skips those leaves you with an incomplete shell — and in Wyoming the low state fees mean the paperwork that actually matters is the part a bare-bones offer omits.
Included with LLC Attorney corporation formation, starting at $100:
- Same-day or 24-hour Wyoming filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Wyoming Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Because Wyoming's draw is low cost and privacy rather than investor signaling, the documents that make the corporation real and bankable — clean bylaws, a documented cap table, issued stock, and a calendared annual report — are exactly what is included here.
Starting Your Wyoming Corporation with LLC Attorney
Wyoming's corporate formation requirements are simple to meet but easy to misuse — whether a Wyoming C-Corp is the right vehicle versus an LLC or Delaware C-Corp, the share-structure decision, and foreign-qualification duties if you operate elsewhere. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Wyoming corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, entity-type selection and foreign-qualification planning for out-of-state operations, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Online Articles of Incorporation filed at wyobiz.wyo.gov are processed immediately, so your corporation can exist the same day. Mailed filings to Cheyenne take roughly 5 to 7 business days, stretching to 10 to 14 during high-volume periods. Wyoming charges no separate expedited fee because online filings already process instantly. LLC Attorney files online to hit time-critical formation dates.
A C-Corp and an S-Corp are the same Wyoming corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Wyoming formation documents. Since Wyoming levies no income tax, the S-Corp decision turns entirely on your federal self-employment-tax picture rather than any Wyoming consequence.
Yes. Wyoming permits one individual to incorporate and run the entire corporation, acting as the sole director and holding all officer roles at once. This is fully supported by W.S. § 17-16-840, which lets the same person occupy multiple offices. You should still keep the corporate formalities intact — adopt bylaws, sign an organizational consent, issue stock to yourself, and keep corporate and personal funds separate — to preserve the liability shield.
A Wyoming corporation pays no state corporate income tax and no franchise tax. Its only annual state charge is the Annual Report license tax, which is the greater of $60 or $0.0002 per dollar of Wyoming-located assets. Because the asset base counts only property located and employed in Wyoming, out-of-state and holding-company corporations typically pay the $60 minimum. Federally, a C-Corp pays the 21% corporate income tax on its profits unless it elects S-Corp pass-through treatment.
Wyoming corporations file an Annual Report each year on or before the first day of the corporation's anniversary month. The fee is the greater of $60 or two-tenths of one mill ($0.0002) per dollar of assets located and employed in Wyoming, so a corporation with $300,000 or less of in-state assets pays the $60 minimum. Filing is done online at wyobiz.wyo.gov. A corporation that fails to file falls out of good standing and is eventually administratively dissolved by the Secretary of State.
Wyoming does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Wyoming charges no franchise tax, so there is no franchise-tax penalty. If a corporation misses its Annual Report deadline, it loses good standing, and if the report remains unfiled the Secretary of State administratively dissolves the corporation. A dissolved corporation loses the protection of its name and cannot conduct business in good standing until it files all delinquent reports, pays the outstanding license tax, and submits a reinstatement application.
Yes. Wyoming allows a corporation to convert into an LLC by filing Articles of Conversion together with the LLC's Articles of Organization with the Secretary of State. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA first — depending on your assets and basis it is sometimes cleaner to dissolve and re-form. An attorney consultation can map the most tax-efficient route for your situation.
If Wyoming is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Wyoming address to receive any legal documents on your behalf.