The Wyoming Business Corporation Act describes the procedures and conditions for incorporating within the state of Wyoming. All business owners who desire to operate in the state of Wyoming should be familiar with the act. Your business may have a strategic advantage over the competition simply by incorporating in Wyoming.

Authority to Transact Business

In order for a foreign company to do business in Wyoming, it must first obtain a Certificate of Authority from the Secretary of State in Wyoming. The following actions do not qualify as transacting business:

  • Settling, defending, or maintaining any proceeding
  • Holding shareholder meetings or board of directors meetings
  • Carrying on activities concerning internal corporate affairs
  • Maintaining bank accounts

Consequences of Transacting Business Without Authority

Foreign corporations transacting business within Wyoming without a Certificate of Authority will not be granted a proceeding in any court in the state. Courts in Wyoming have the right to halt any proceeding brought on by a foreign corporation or its successor until a Certificate of Authority is obtained. Foreign corporations that do not obtain a Certificate of Authority before doing business in the state are subject to pay back taxes, plus interest and fees. The Wyoming Secretary of State (WSOS) has the right to refuse the issuance of a Certificate of Authority until all unpaid items have been collected.

Application for Certificate of Authority

Applicants should apply for a Certificate of Authority with the WSOS. Some of the information required by the WSOS includes the following:

Additionally, the submission of the Certificate of Authority should be accompanied with an official consent letter that appoints a registered agent.

Effect of Certificate of Authority

The state of Wyoming has the right to revoke the Certificate of Authority of any business at any time. Also, all authorized foreign companies will receive the same rights and privileges as domestic corporations of similar character. The approval of the Certificate of Authority does not grant the state of Wyoming permission to interfere with the regulation or internal affairs of the company.

Corporate Name of Foreign Corporation

A fictitious name may be used by the foreign company to obtain or maintain its Certificate of Authority if its official name does not meet the requirements of W.S. 17-16-401. The fictitious name will need to be approved by the company's board of directors and certified by the WSOS. Neither the name of the company nor its fictitious name may be similar to any service mark or trademark that's been previously registered with the state of Wyoming.

A foreign corporation may apply to the WSOS to determine if it may use another corporation's name when it is not distinguishable according to provisions as stated in W.S. 17-16-401(c). The foreign company may not transact business in Wyoming until the name of the business has satisfied the requirements as outlined in W.S.17-16-401(c).

Merger of Foreign Corporation Authorized to Transact Business in Wyoming

When an authorized foreign company participates in a statutory merger, it must, within 30 days after the merger, file with the WSOS a certificate of evidence. The filing should include the following:

  • The date of the filing
  • The names of all companies involved and the states of incorporation
  • The name of the surviving company

A foreign company is required to procure a new or amended Certificate of Authority if the company has changed its name or if it plans on pursuing additional activities for which it was not originally authorized.

Advantages of Incorporating in Wyoming

There are several things that Wyoming does not have that make it advantageous to incorporate there:

  • Personal income tax
  • Corporate income tax
  • Disclosure of shareholders
  • Gross receipts tax
  • Franchise tax
  • Inventory tax
  • Burdensome regulations
  • A limited capacity to issue stock
  • A quota on the number of executives, i.e., one person can manage all required officer and director duties

Incorporating in Wyoming may offer businesses a strategic advantage over the competition. Simply completing the required paperwork will incorporate your business in Wyoming. Additionally, your company is allowed to maintain its initial incorporation date even after converting to a Wyoming corporation.

Wyoming Corporation Name

The first step to incorporating in Wyoming is to select a business name. Here are some simple guidelines to follow when selecting your business name:

  • Making sure the name is unique among all other names on record with the WSOS
  • Writing the name in English letters and English/Arabic/Roman numerals even if it's not an English word
  • Making sure not to be misleading or suggest a business purpose other than that stated in the articles of incorporation

If you need help with the Wyoming Business Corporation Act, you can post your job on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Stripe, and Twilio.