How to Incorporate in Wyoming

Why Some Businesses Choose Wyoming

Wyoming is often chosen for its low, flat filing and annual report costs, the absence of a state corporate income tax, and a filing process that's instant when done online. Unlike Delaware, Wyoming isn't typically chosen for its body of corporate case law; it's a more common fit for a smaller, closely held corporation that doesn't plan to raise venture capital than for a startup expecting institutional investors.

Choosing a Name

Under W.S. 17-16-401, a Wyoming corporation's name must include a corporate designator, such as "Corporation," "Company," "Incorporated," or an abbreviation like "Corp.," "Co.," or "Inc." The name must be distinguishable from other names already on file with the Secretary of State; you can check availability through the WyoBiz filing search before you file.

Appointing a Wyoming Registered Agent

Every Wyoming entity, corporations included, must continuously maintain a registered agent: either an individual at least 18 years old who resides in Wyoming, or a business entity authorized to transact business there, with a physical Wyoming street address that isn't a P.O. box, drop box, or mail-forwarding address. The agent must sign a Consent to Appointment, and your Articles of Incorporation must name this agent and address.

Filing Your Articles of Incorporation

File your Articles of Incorporation with the Secretary of State's Business Division, either online through WyoBiz or by mail. Per the Business Division's fee schedule effective July 1, 2026, the filing fee is $100. Filing online makes the corporation active immediately; a paper filing is processed in the order received and can take up to 15 business days. Wyoming doesn't offer expedited service for initial formation filings specifically, since they can already be completed instantly online.

Organizing the Corporation After Filing

Once your Articles of Incorporation are on file, adopt bylaws, hold an organizational meeting or act by written consent to elect your board of directors and appoint officers, and authorize and issue stock to the founders. Wyoming's corporation statute doesn't require you to file these organizational documents with the state; keep them in your own corporate records.

The Annual Report and License Tax

Every Wyoming corporation must file an annual report with the Secretary of State and pay an annual report license tax of $60, or two-tenths of one mill ($.0002) on the dollar of the company's assets located and employed in Wyoming, whichever is greater. This report and tax are due each year on the first day of the corporation's anniversary month of formation, and can be filed up to 120 days early.

Taxes Beyond the License Tax

Wyoming has no individual or corporate income tax, so a Wyoming corporation doesn't owe state-level income tax on its profit. If you sell taxable goods or services, you'll still need to register for a Sales/Use Tax License with the Wyoming Department of Revenue's Excise Tax Division, and if you hire employees you'll need to register with the Department of Workforce Services for unemployment insurance and workers' compensation.

Keeping Your Corporation in Good Standing

A corporation becomes delinquent the day after its annual report due month ends. If the report and tax still haven't been filed within 60 days of the due date, the Secretary of State administratively dissolves the corporation. Reinstating a corporation dissolved for a tax-related reason costs $100; reinstating one dissolved for lacking a registered agent costs $250, and reinstatement generally isn't available at all more than two years after dissolution.

Wyoming's Appeal Is Low Cost and Privacy, Not Investor Familiarity

If you're planning to raise venture capital, most institutional investors expect a Delaware C corporation specifically, not a Wyoming one; see our guide on incorporating in Delaware if that's your plan. Wyoming tends to fit a smaller, founder-funded corporation better than one seeking outside institutional investment.

Reinstatement Isn't Available Forever

If your corporation is administratively dissolved, reinstating it is time-limited. Don't let a missed annual report linger, since waiting too long can mean losing the ability to reinstate the same corporation at all and having to form a new one instead.

If You Don't Operate in Wyoming, Register Where You Actually Do Business

Incorporating in Wyoming doesn't exempt you from registering as a foreign corporation in any state where you actually conduct business. Factor the cost of that additional state registration into your decision if Wyoming isn't where your operations are.

This Isn't Legal or Tax Advice

Fees, tax formulas, and deadlines can change. Confirm current figures directly on sos.wyo.gov before you file or pay, and talk to a business attorney or tax professional about your specific ownership and operating plans.