Why Should You Incorporate in Wyoming?

Why Should You Incorporate in Wyoming?

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Incorporating in Wyoming

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.

What will you find on this page? There are three primary sections which detail which corporate you may choose from, how to incorporate in Wyoming and then How-To-Guides designed to make your life easy. Scroll through everything or click the link to jump to what you want.

corporate services for Wyoming companies

Wyoming offers a number of unique corporate structures, but for the uninitiated it can seem like wading through alphabet soup. Wyoming offers the traditional C-Corps and S-Corps, but has a few extra options. For example, a popular alternative is the Close-Corp because it has reduced corporate formalities and is ideal for small intimate groups such as families, i.e. people who are...close! Read on to find which your preferred entity. Regardless of your entity type, we would be happy to help with your company's formation and act as your Wyoming registered agent. Once you are ready, you may visit our page on corporate services.

Form a Wyoming LLC

Most of these benefits are unavailable to sole proprietorships and general partnerships. Forming a Wyoming LLC provides the following advantages:

  • Limited liability protection: Owners are not responsible for business debts and liabilities. This is referred to as a corporate veil or shield.
  • Different membership classes. LLCs may create different share classes allowing for a custom distribution of economic and voting rights, e.g. through the creation of so-called preferred shares.
  • Fewer formalities. LLCs require less annual paperwork than, and do not face the meeting requirements imposed on C corporations and S corporations.
  • No ownership restrictions. No or very few ownership restrictions, e.g. share owners may be other LLC’s, the number of owners or shares isn’t limited either. Compare this to Nevada!

Our Popular Wyoming LLC Articles:

    1. Wyoming LLC
    2. Wyoming LLC Benefits
    3. Wyoming LLC Privacy

Wyoming Corporation

One common purpose for forming a corporation is that it’s a separate legal entity, formed under state law, which protects owners from creditor claims. It can be viewed as a basic form of asset protection. Incorporating a business automatically makes a “C” or “regular” corporation. A Corporation is considered a separate taxpayer, with taxation occurring at the corporate level, independently of the owners.

Corporate profits may then be distributed to owners as dividends. Many small businesses do not opt for C Corporations because of this tax feature. This feature, along with limited privacy compared to a Wyoming LLC, make C-Corps significantly less popular. Nonetheless, we will cover them here in the interest of being thorough.

    • Raise capital easily. Capital can be raised through selling stock.
    • Earnings remain inside the business. Earnings may be retained for reasonable business needs, in accordance with tax provisions on accumulated earning, rather than distributing them to owners.
    • Unlimited life. When a C corporation’s owner incurs a disabling illness or dies, the corporation does not cease to exist.
    • Salaries are deductible. Salaries paid to owners, though taxed at the individual level, are deducted from C Corp profits for income tax purposes. S-Corps don’t receive this benefit.

Wyoming "S" Corporation

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:

Wyoming Close Corp & LLC

The Wyoming Close company was created specifically for small companies which have few owners, generally with ties to another, such as family, friends or business partners. Close corporations are regular business corporations which have elected to operate in an informal manner similar to partnerships.

Traditional business corporations must hold regular shareholder/director meetings, elect directors, and provide proposals for significant corporate actions. Family corporations do not generally hold annual meetings given a family often makes decisions around a dinner table etc. A board of directors is also not required for a close corporation. The result being there is significantly less paperwork required. In short, a Wyoming Close Corporation allows small corporations to bypass more traditional corporate formalities.

General Characteristics

  • Fewer shareholders — no more than 35 shareholders.
  • Wyoming Statutory Close Corporation Supplement to the Wyoming Business Corporation Act, W.S. 17-17-101 et seq.


  • Limited liability — same as LLC.
  • Simple operations — none of the pomp and circumstance required from regular corporations.
  • Reduced costs — relaxed governance means reduced accounting, legal and administrative fees.
  • Buyout provision — owners may buy out the interest of a deceased shareholder per shareholder agreements.


A “Close Corporation” is a highly advantageous and flexible structure for small to medium businesses. Though, possible disadvantages are:

  • Share transfers/sales are prohibited except in explicitly stated circumstances

Tax Implications

Close corporations are considered the same as regular corporations. See IRS Publication 542 along with instructions for Form 2553.

What’s a DBA?

A “doing business as” (DBA) filing enables a business to operate under an assumed name, fictitious business name or trade name. This is useful for when you wish to use multiple names for one business, or for sole-proprietors who wish to operate under a name which isn’t their own without having to file for a formal corporation. Though, incorporating a Wyoming company online is so easy there’s little reason to avoid it.

Once approved, the business is allowed to use the name as its official name for:

  • Opening a business bank account
  • Advertising and/or directories, e.g. flyers and the yellow pages
  • Undertake transactions, e.g. signing contracts

Other Terms

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.

Fundraising Rounds

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

Resource Articles

We hope you enjoyed our section on incorporating in Wyoming. You may fill out our online forms to have us handle it for you, or you can file the necessary paperwork yourself.

Resource Articles

We hope you enjoyed our section on incorporating in Wyoming. You may fill out our online forms to have us handle it for you, or you can file the necessary paperwork yourself.

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Cloud Peak Law Group, P.C.

203 S Main St #3000 Sheridan, WY 82801


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