Why Incorporate in Wyoming
Wyoming is a popular corporate haven due to its lack of taxes and endemic privacy concerns. These factors drive many new incorporations. Wyoming also has the added benefit of allowing you to hold your shares in a Wyoming LLC or Wyoming Trust for additional asset protection. This combination of benefits make our corporations the nation's most desirable.
Most clients debate between domiciling in Wyoming, Delaware or Nevada. Nevada corporations are very similar to ours, except they face significantly higher fees and are subject to taxes in certain situations. Wyoming corporations generally cost $99 per year to maintain (which includes the Secretary of State's annual report fee and our Wyoming registered agent fee) and have no state taxes.
Delaware is preferable for large corporations looking for an eventual IPO. Smaller businesses will often find their fees and administrative hurdles nothing more than a hassle, i.e. unnecessary, burdensome and overly expensive. This is especially true when compared to the Wyoming Close Corporation which has reduced reporting and other bureaucratic requirements. These benefits drive new companies to Wyoming every day.
What’s The Process?
Wyoming's Secretary of State has minimal reporting requirements. They only require the company list the registered agent and an address for service of process. The agent acts as the company's face. Annual reports request an officer, but nominees may be used. We happily act as your nominee when filing the report to help enhance your privacy.
Simplicity: The entire process is taken care of online. We only need five minutes of your time and we handle the rest within one day.
Fees: $199 the first year. Then a $52 annual report and our $49 Wyoming registered agent service.
Privacy: You receive anonymity the first year, and can use our nominee service for subsequent years.
Liability: We offer nation leading charging order protection. This combined with our privacy give you safety from creditors.
Taxes: WY does not tax personal or corporate income. This means you are free from state income taxes.
Learn more about Wyoming's corporate benefits here.
Standard Corporation $199: This package includes everything you need to get started, including the State incorporation fee of $102. You will receive your articles of incorporation, certificate of incorporation, organizational meeting minutes, bylaws, share subscription agreement and share certificate. This fee does not include your Federal tax identification number of FEIN.
This is ideal for ecommerce, or other industries with little chance of facing creditor problems or lawsuits. It’s primarily for companies just starting out who have yet to see significant revenue.
Custom Corporate Structuring: Businesses with significant revenue or assets should properly segregate their risk. Various shareholder classes can also distinguish between economic and voting rights. Ideal for those seeking enhanced security and privacy, especially when combined with our trust services.
Whether you have partners, or are looking to go public, we can assist you with your corporate structuring. We also assist with asset protection trusts, solo 401k LLCs, bank accounts and custom draft documents.
Those interested in office space should contact us. We offer both virtual offices in Wyoming and physical space. These are ideal for companies with significant assets or revenue who are looking to establish their corporate nexus.
Wyoming S Corp
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
Learn more about:
Not Sure Incorporating in Wyoming is For You?
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.
- Form a Wyoming LLC: Learn about limited liability companies, including their unique benefits and privacy . We can assist no matter where you live.
- Wyoming Virtual Office: We provide a full suite of services. These include a unique address, commercial lease, phone forwarding and unlimited mail forwarding.
- Wyoming Registered Agent: Every Wyoming company must maintain a registered agent in Wyoming. With us, you receive the professionalism of a law firm, at a fraction of the usual price. We charge only $49 per year with the first year free if we create your company.
Types of Investors
- VC – Venture Capital Fund
- LP – Limited Partner
- Angel Investor – Wealthy individual who invests in businesses.
- Angel Groups or Syndicates – A group of Angels who all go in on a deal together.
- Private Equity – Firms that usually buy-out the entire company and have control of it after that.
- Crowdfunding/Crowdsourced Funding – Kickstarter/Indiegogo. Regular people get a discount on pre-ordered product.
- Friends and Family – You already know who these people are.
- Seed Funding – The initial money needed to get off the ground.
- Series/Round A – First round of stock offered to investors. There are professional Angels and VC’s who specialize in this type of early funding.
- Series/Round B – After certain milestones, you can do a second stage round of funding. VC’s usually get involved in this round.
- Series/Round C – To meet additional milestones a company might engage in a C round or even D, E, F, etc…
- Internal Valuation – A pre-determined valuation formula to purchase a founder’s equity if she dies or leaves.
- Pre-money Valuation- Valuation before you receive funding.
- Post-money Valuation = pre-money + funding
The issue with forming the corporation yourself, rather than using us, is that Wyoming is designed to be anonymous, but only if you use a professional formation service. Going solo will cost you time and privacy and creates a significant risk of mistakes. Most importantly, you lose your attorney-client privilege and won’t have legal counsel for later on. You will also still need to find and retain a registered agent, which is included in our fee.
There is also the risk that the Wyoming Secretary of State keeps track of the payment you make. Using us kills the money trail with us, your attorney, rather than with the government.
Our goal is to make your life easy. Our packages are designed to provide everything you need to start your business. The standard package takes less than a day for us to complete. Contact us if you need it expedited or formed on a particular day and we will be happy to help.
If you have any comments, suggestions or questions, then please do not hesitate to contact us. We have hyper-competitive prices, the most comprehensive suite of services and our competitors are not attorneys. We charge $199 for a Wyoming corporation and have help craft an estate plan if desired.
Common vs. Preferred Stock
There are a number of differences between common and preferred stock that you can structure as you build your corporation. Common stock is the ownership in a corporation that most people receive when they invest. These shares represent a claim on profits through dividends after debt and preferred stock obligations have been met. Common shares also confer voting rights which debt and preferred shareholders do not generally carry. This allows common shareholders to control corporate policy and management issues.
The following are some of the differences between preferred and common shares; however, remember that any rights to common or preferred shares come after the rights of creditors of the corporation.
- Voting Rights - Does the stock have a right participate in the election of directors and other matters which the corporation may face in the future. Preferred stock generally does not have a voting right on general corporate matters but may have a vote on whether and in what manner to liquidate the corporation.
- Dividend Rights - Does the stock bear a dividend. Preferred stock generally carries a mandatory dividend that must be paid before common shareholders may receive anything from the corporation. If a preferred dividend is missed, the corporation must make the dividend up before any monies are paid to common shareholders. The dividend would generally be based on the “par value” per share, which is discussed in more detail below. This risk subjects preferred shareholders to an interest rate risk, i.e., if interest rates rise, the value of the preferred shares would fall and if interest rates fall, the value of the preferred shares would rise.
- Liquidation Rights - Preferred shares generally carry a right to receive the par value per share on the liquidation of a corporation prior to the common shareholders receiving anything.
- Call or Put Rights – Preferred shares generally may be called or redeemed for their par value. They may also carry a right to “put” the shares back to the corporation and receive their par value.
- Conversion Rights - Preferred shares may carry the right to convert into common based on the par value per preferred share and the price of the common share for conversion purposes. This allows a preferred shareholder to time the purchase of common shares when economically most beneficial while gaining, generally, a preferred dividend during the holding period.
Par vs. no Par.
Here is what you need to know:
- A par value stock has a minimum value per share assigned to it by the issuer.
- A no par stock has no designated minimum value.
- Neither has any relevance for the stock's value in the markets.
The par value for preferred stock is the value generally used for computing dividends and assessing the call or redemption price and liquidation amount. On investment, the par value for preferred stock is usually the amount per share received by the issuing company. On common with a par value, there is no correlation between what is paid for the stock and its part value.
Prior to no par statutes, corporations were required by state law to set a par value for their stock. Consequently, they chose the smallest possible value, often 1/100th of one cent. The low price was because the par value of a share of stock constitutes a binding two-way contract between the company and the shareholder.