Incorporate in Wyoming for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Wyoming S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Wyoming, however, come down to the following:

• Ownership Rules: A C-Corp has no limits on the number of shareholders or stock classes it may have. An S-Corp can have only one stock class and no more than 100 shareholders. All shareholders in an S-Corp must be citizens or legal residents of the United States.
• Taxes: C-Corps file and pay taxes at the corporate level, separate from their shareholders. Shareholders may then pay additional taxes on dividends they receive. S-Corps are "pass-through" entities. They don't pay corporate taxes. Instead, shareholders pay taxes on their share of earnings on their individual tax returns.
• Documents: The default designation for a business filing as a corporation is the C-Corp. To become an S-Corp instead, you must file IRS Form 2553, Election by a Small Business Corporation.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Wyoming requirements:

• The name should be distinguishable from those of all other businesses in use or reserved with the Wyoming Secretary of State. The use of words like "corporation" or "limited" is not enough to distinguish a name that is otherwise identical to one already in use.
• The name doesn't have to be in English, but it should be written in English letters or Arabic or Roman numerals.
• Your name should not be deceptive or imply a business purpose other than those that are permitted by your Articles of Incorporation and the law. For example, if your Articles state that you're a car dealership, don't call your business "Bob's Bike Shop."

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Wyoming, corporations must have one or more directors, but you are not required to list your directors in your Articles of Incorporation. Wyoming does not require directors to live in the state nor does the state have requirements regarding the age for corporate directors.

Every corporation needs a registered agent. This is the person or business responsible for accepting tax, legal, and government documents for your business during normal business hours. Your registered agent must have a physical address in the state. Wyoming requires that you list your registered agent's name and physical address in your Articles. Your agent must also sign a written consent to the appointment, and you must file that document with your Articles. We can help you designate an agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in Wyoming:

• Your corporate name.
• The number and class of shares your corporation is authorized to issue. The number may be indicated as "unlimited."
• The name and address of all incorporators.

You may also include optional information in your Articles, such as:

• Your corporation's purpose. It's acceptable to state that your corporation will engage in any and all lawful business allowed under the Wyoming Business Corporation Act.
• The names and addresses of your initial directors.
• Limitations on the personal liabilities of directors.
• A provision granting cumulative voting.
• Par value for authorized shares.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Wyoming, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $100.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 2-3 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – taxes are no fun, but they're an important part of owning a business, so you'll have to be ready for them. Start by applying to the IRS for an employer identification number, or EIN. This number is a federal tax ID for businesses, similar to a Social Security number. Every business with employees needs one.

We have more information about the tax structures and obligations of S-Corps and C-Corps to help you get started.

Wyoming corporations must create and maintain certain corporate records. The two most important are the following:

• Corporate Bylaws set out how your corporation operates. This document can include information about management, structure, and any other important issues, as long as they're consistent with the law and with your Articles of Incorporation.
• All actions and decisions made during directors' and shareholders' meetings must be recorded as Corporate Minutes. Copies of these Minutes must be stored at your principal office for three years.

These records help protect your corporate status. You don't have to file them with the state. Just keep them with your other corporate documents.

We wish you success with your new Wyoming corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Wyoming or domestic corporations that also operate in Wyoming. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.