How to Start a C-Corp in Wyoming (Quick Answer)
To start a C-corp in Wyoming, file Articles of Incorporation with the Wyoming Secretary of State, name a registered agent, and pay the $100 filing fee. You can file online, where the corporation is active immediately, or by mail. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. Wyoming stands out for its tax load: there is no corporate income tax, and the only recurring state item is a small annual report.
| Filing document | Articles of Incorporation |
| Where to file | Wyoming Secretary of State |
| Filing fee | $100 (online filings add a small card processing fee) |
| Registered agent | Required, with a physical Wyoming street address |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | Annual Report License Tax, the greater of $60 or $0.0002 times your Wyoming assets, due the first day of your anniversary month |
| Corporate income tax | None; Wyoming has no corporate income tax |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $100 to file, plus a registered-agent service if you use one, commonly $50 to $150 a year. Your first Annual Report License Tax is not due until your anniversary month the following year.
Wyoming is one of the most tax-friendly states to incorporate in, with no corporate income tax and no franchise tax. The one recurring item to watch is the Annual Report License Tax.
Its minimum is $60, due on the first day of your anniversary month, and most corporations with $300,000 or less in Wyoming assets pay the flat $60. Leave it unfiled for 60 days past the due date and the state can administratively dissolve the corporation.
TL;DR
- No corporate income tax and no franchise tax, but watch the Annual Report License Tax: it is at least $60 a year, due the first day of your anniversary month, and missing it can lead to administrative dissolution.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the Secretary of State.
- Step 2, registered agent: name one with a physical Wyoming street address.
- Step 3, Articles of Incorporation: file with the Secretary of State for $100.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: the Annual Report License Tax (greater of $60 or $0.0002 times your Wyoming assets), and no state corporate income tax.
Why Form a C-Corp in Wyoming?
Wyoming pairs a genuinely light tax load with strong entity-protection statutes and low, predictable upkeep, which is why so many founders default to it.
- No corporate income tax and no franchise tax at the state level.
- A low annual report minimum of $60, among the cheapest recurring fees in the country.
- Fast online filing, with the corporation active immediately once accepted.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in Wyoming and not raise venture money, forming in Wyoming avoids registering and paying in two states, since a Delaware corporation doing business in Wyoming still has to register here.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search the Secretary of State's business database to confirm the name is available and different from existing entities.
- Wyoming lets you reserve a name for 120 days for a $60 fee if you are not ready to file.
Step 2: Appoint a Wyoming Registered Agent
Every Wyoming corporation must name a registered agent with a physical Wyoming street address, available during business hours to receive legal and state documents.
- The agent can be a person or a company, but needs a real Wyoming address, not a PO box.
- The address is public record, so many owners, especially those out of state, use a commercial service.
- A commercial agent commonly costs $50 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. You file it with the Wyoming Secretary of State, online or by mail.
- It lists the corporate name, registered agent, principal office, and the number of shares the corporation is authorized to issue.
- The fee is $100; online filings add a small credit card processing fee.
- Once the state accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with the Secretary of State.
- Skipping them weakens the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Deliver stock certificates or record the issuance electronically, per your bylaws.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your Wyoming C-Corp Is Foreign-Owned
A Wyoming C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle Wyoming's Ongoing Compliance
Wyoming keeps the yearly load light. There is no corporate income tax, so the main recurring item is the Annual Report License Tax.
The Annual Report License Tax
- Every Wyoming corporation files an annual report and pays a license tax that is the greater of $60 or $0.0002 times its Wyoming assets, so a corporation with $300,000 or less in state assets pays the flat $60.
- It is due on the first day of your anniversary month, and you can file it up to 120 days early.
- Miss the due date and the corporation becomes delinquent the second day of the following month; if it stays unfiled for 60 days past the due date, the state can administratively dissolve it.
No State Corporate Income Tax
- Wyoming has no corporate income tax and no franchise tax, so profit is not taxed at the state entity level.
- The Annual Report License Tax is a fee-based filing tied to your Wyoming assets, not a tax on income.
- Federally, the corporation still files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in Wyoming?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | $100 | One time, at formation |
| Registered-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual Report License Tax | Greater of $60 or $0.0002 times your Wyoming assets | Yearly, on the first day of your anniversary month |
| State corporate income tax | None | Not applicable in Wyoming |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in Wyoming?
- Online filings with the Secretary of State make the corporation active immediately, while mailed filings can take up to 15 business days.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.
Common Mistakes to Avoid
- Assuming Wyoming's low fees and no income tax erase your home-state taxes; if you operate elsewhere, you still register and pay there.
- Missing the Annual Report License Tax on your anniversary month, which can lead to administrative dissolution.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Using a PO box for the registered agent, which Wyoming does not accept.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle Wyoming C-corp formation, from the Articles of Incorporation through the EIN, through Fin-Start, including the Wyoming registered agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline and estimated taxes on a proactive calendar. Complyy tracks the Annual Report License Tax on your anniversary month and your registered-agent renewal. Book a free demo to see them in action.
FAQ
How much does it cost to start a C-corp in Wyoming?
It costs $100 to file the Articles of Incorporation with the Secretary of State, with a small card processing fee added for online filings. Add a registered-agent service (about $50 to $150 a year) if you use one. Going forward, the main recurring item is the Annual Report License Tax, a minimum of $60 a year.
When is the Wyoming annual report due?
The Annual Report License Tax is due on the first day of your anniversary month each year, and you can file it up to 120 days early. The fee is the greater of $60 or $0.0002 times your Wyoming assets, so most small corporations pay the flat $60. Miss it for 60 days past the due date and the state can administratively dissolve the corporation.
Does a Wyoming C-corp pay state income tax?
No. Wyoming has no corporate income tax and no franchise tax, so profit is not taxed at the state entity level. The only recurring state item is the Annual Report License Tax, a fee-based filing tied to your Wyoming assets. The 21% federal corporate tax on Form 1120 still applies.
Is it better to form a C-corp or an LLC in Wyoming?
An LLC is simpler and taxed once, which suits many small businesses, and neither entity pays Wyoming income tax. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business, or want multiple classes of stock. A C-corp is taxed twice at the federal level, once at the corporate level and again on dividends.
Should I form my C-corp in Wyoming or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Wyoming and not raise venture money, forming in Wyoming is cheaper and avoids registering and paying in two states, since a Delaware corporation doing business in Wyoming still has to register and pay here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a Wyoming C-corp?
Yes. Wyoming sets no citizenship or residency requirement to own a corporation. You will need a Wyoming registered agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.