Deciding which Wyoming startup business type to form is one of the most important
decisions you can make as an entrepreneur. Corporation, LLC, trade name, nonprofit
corporation—each has its own tax responsibilities, startup costs, and personal
ClickAndInc.com brings you information on each of these entity types so that you
can make the best decision and get your business off to a great start!
Wyoming Trade Name
Any entity may register a Wyoming
trade name—an individual, corporation, LLC, or other business entity.
Registration of a trade name does not create a separate entity, nor does it provide
limited liability protection to its owner or owners; it is simply one entity doing
business under a name that is not the entity's legal name.
Wyoming trade names, like other businesses in the state, are registered with the
Secretary of State in Cheyenne.
Incorporate in Wyoming
If your business will have a large amount of money tied up in inventory or will
be taking out large loans, you may decide to
incorporate in Wyoming to take advantage of the limited liability protection
offered by this structure.
There are two main types of for-profit corporations: a
C corporation and an
S corporation. C corporations have a higher tax responsibility and a
flexible ownership structure, while S corporations provide a lighter tax burden
and more stringent ownership rules.
Wyoming Foreign Corporation
Before a corporation that has been formed in another state does business in Wyoming,
it must register as a Wyoming
foreign corporation by submitting an Application for Certificate of Authority.
In addition to the application and the filing fee, a Wyoming foreign corporation
must submit a Certificate of Existence or Good Standing from its domestic state.
This Certificate must be dated within 60 days of filing.
An LLC, or limited
liability company, also registers with the Secretary of State. It will submit Articles
of Organization along with the filing fee.
Like a corporation, a Wyoming LLC (or limited liability company) is legally separate
from its owners. Unlike a corporation, the business is not required to distribute
profits in a way that corresponds exactly to the amount of business capital each
member/owner has contributed; any profit distribution specified in the LLC Operating
Agreement is acceptable.
Wyoming Nonprofit Corporation
A Wyoming nonprofit
corporation is formed by filing the nonprofit version of the Articles of
Incorporation with the Secretary of State. There will be no shares of stock, as
a nonprofit corporation does not sell shares to gain capital.
Many Wyoming nonprofit corporations formed for accepted business purposes go on
to apply for 501c3 status from the IRS; it is important that you familiarize yourself
with IRS requirements if this is your plan, as state requirements for forming a
Wyoming nonprofit corporation are not designed to meet IRS requirements, and you
may need to add additional provisions to your Articles of Incorporation before filing.
Alternatively, you could amend your Articles later, but this will cause a delay
in your ability to operate as a tax-exempt corporation.