Wyoming Corporation Guide — Updated April 2026

How to Form a
Wyoming Corporation

$100 Articles of Incorporation under W.S. § 17-16-202, the cheapest US state recurring cost at $60/yr license tax minimum, zero corporate income tax, zero franchise tax on business income, strongest state-level anonymity regime in the MBCA family — and the honest reality that Delaware is still the right answer for VC-bound founders.

Form Wyoming Corporation — $399 All-In Read the honest guide first

Wyoming Corporation at a Glance

$100

Articles of Incorporation Fee

3–5 days

WyoBiz Standard Processing

State Corporate Income + Franchise Tax

$60/yr

License Tax Minimum (W.S. § 17-16-1630)

Read this before paying Wyoming $100 + your first annual license tax

Should You Actually Form a Wyoming Corporation?

Wyoming is the cheapest and most private corporate-formation state in the United States on a lifetime-cost basis. $100 Articles, $60/yr license tax minimum, zero state corporate income tax, zero franchise tax on business income, and no state-level disclosure of officers, directors, or shareholders in the Articles. It is also home to the most progressive crypto-native statutory regime in the US (DAO LLC Act 2021, SPDI Act 2019, Digital Asset Framework 2019), a modern MBCA-based Business Corporation Act (W.S. Title 17 Chapter 16), and an active Close Corporation statute (Chapter 17) for tightly-held operating businesses.

And yet — here is the honest truth most Wyoming formation services do not lead with: if you plan to raise institutional venture capital, you should form in Delaware, not Wyoming. Every major VC firm\'s model documents default to Delaware C-Corp. NVCA term sheets, Y Combinator SAFEs, Series Seed documents, Carta cap tables, 409A valuation firms, and every major startup law firm\'s form library default to Delaware. Converting a Wyoming C-Corp to Delaware at a priced round adds $10,000–$25,000 in legal fees plus potential tax events. The $340 annual savings (Wyoming $60 vs Delaware $400 minimum franchise tax) is meaningless against that conversion cost. So while Wyoming is the cheapest operating state, Delaware remains the cheapest VC-ready state — and those are different optimizations.

You are building a closely-held operating business with no VC plans

Wyoming is the cheapest US state to form and maintain a closely-held corporation. $100 filing + $60/yr license tax minimum + Wyoming\'s MBCA-based Chapter 16 statute + strong anonymity + zero state income tax = the lowest-friction, highest-privacy domicile available. Combined with Wyoming\'s Close Corporation Act (Chapter 17) allowing boards to be dispensed with entirely for ≤35-shareholder businesses, this is the optimal structure for family businesses, professional partnerships, real-estate holding companies, and lifestyle operating corps that will never take outside capital.

You are building an asset-protection or holding-company structure

Wyoming corporate anonymity at the state level is the strongest in the US. Articles do not disclose officers, directors, or shareholders. Annual reports disclose officers/directors but not shareholders. Combined with Wyoming\'s strong LLC charging-order protections (best-in-class for multi-member LLCs under W.S. § 17-29-503), a Wyoming holding corp with Wyoming LLC subsidiaries creates a layered protection structure that is materially harder to pierce than Delaware or Nevada equivalents. Note: Wyoming\'s best anonymity is LLC-based, not corp-based — consider Wyoming LLC if anonymity is the primary goal.

You are building a crypto-native corporation with on-chain operations

Wyoming has enacted the most crypto-friendly statutory framework of any US state: DAO LLC Act (2021, W.S. § 17-31-101 — but this is LLC-form, not corp-form), Special Purpose Depository Institution Act (2019, W.S. Title 13 Chapter 12) authorizing crypto-native banks like Kraken Bank and Custodia, and the Digital Asset Framework (2019, W.S. § 34-29-101) classifying digital assets under UCC Article 9 with safe-harbor provisions. A Wyoming C-Corp operating in crypto benefits from the state\'s regulatory clarity and signals alignment with the crypto-native ecosystem. Delaware and Texas are catching up slowly; Wyoming leads today.

You have genuine Wyoming operational nexus

Real Wyoming operations — Cheyenne or Casper or Laramie office, Wyoming employees, Wyoming customers, Wyoming inventory, real property in Jackson or Cody, industrial operations in the Powder River Basin — make Wyoming the right state because you avoid the foreign-qualification overhead of operating as a foreign entity. For businesses genuinely rooted in Wyoming (energy, ranching, tourism, logistics, crypto-native corps with Wyoming bank relationships), Wyoming-chartered is straightforward.

Why VCs still want you to incorporate in Delaware — not Wyoming

1. DGCL precedent vs MBCA-thin case law. Delaware General Corporation Law has 233 years of Chancery opinions on fiduciary duty, merger mechanics, appraisal rights, hostile takeovers, and stockholder litigation. Wyoming adopted MBCA Chapter 16 in 2017 — but the Wyoming Supreme Court and District Courts have produced far fewer published corporate-law opinions than Delaware. For a $100M+ exit where governance litigation is a material risk, Delaware predictability is worth far more than Wyoming\'s $340 annual savings.

2. Standardized VC fundraising paperwork. NVCA model term sheets, Y Combinator SAFEs, Series Seed documents, Carta cap tables, Pulley, AngelList, and every major startup law firm\'s form library (Wilson Sonsini, Cooley, Gunderson Dettmer, Latham, Fenwick, Goodwin) all default to a Delaware C-Corp issuer. A Wyoming C-Corp at a Series Seed round will trigger "why not Delaware?" questions from every term sheet, force custom doc drafting ($5,000–$15,000 extra legal), and may fail lead-investor diligence checklists outright.

3. Conversion cost dominates $340/yr savings. Flip math: Wyoming saves ~$340/yr vs Delaware ($60 WY license tax + $100 WY RA vs $400 DE min franchise tax + $125 DE RA = $160 vs $525). Over 3 years pre-fundraising, you save $1,020. Converting WY to DE at Series Seed via statutory domestication (DGCL § 388 + W.S. § 17-16-923 conversion) costs $10,000–$25,000 in legal fees. You would need to stay Wyoming-chartered for 30+ pre-fundraising years to break even on the conversion cost.

4. Wyoming Supreme Court ≠ Court of Chancery. Delaware Chancery has ~5 chancellors and ~7 vice chancellors, all specialized in equity and corporate law, hearing cases since 1792 with no juries. Wyoming Supreme Court has 5 justices hearing all matter types (criminal, family, tort, corporate, constitutional). The systems are not comparable for institutional investors who value exit-time predictability. No major VC has ever pushed for Wyoming as an alternative to Delaware for a portfolio company.

5. If VC is ≥30% likely, start Delaware. If you are 0% certain about future institutional capital, Wyoming saves money for 1–3 years and converts if needed. If you are ≥30% certain, skip Wyoming and go Delaware from day one — $400 minimum DE franchise tax plus $125 Delaware registered agent is $525/yr versus Wyoming $160 ($60 + $100) — a $365 annual premium for institutional-ready governance infrastructure. Cheap insurance.

The "Wyoming privacy" pitch — honest version

Wyoming Corporate Anonymity — What It Is, and What It Is Not

Wyoming is widely marketed as "the most private state to incorporate in." This is TRUE at the state-disclosure layer — and NOT TRUE at the federal-law-enforcement layer. A clear-eyed view saves you from buying into a privacy promise that does not match the actual regulatory environment.

REAL Wyoming Anonymity

State-level privacy

• Articles do not name officers, directors, or shareholders
• Only incorporator + registered agent are public in Articles
• Annual reports name officers/directors but not shareholders
• No state-level beneficial-ownership registry
• Private civil litigation discovery requires subpoena, not public records search
• State tax authority does not collect taxpayer data on corp income

NOT Wyoming Anonymity

Federal piercing

• FinCEN BOI reporting under CTA (eff. Jan 2024) — 25%+ owners disclosed to FinCEN
• IRS Form 5472 — 25%+ foreign ownership disclosure
• FBAR + Form 8938 — foreign-account reporting
• SEC Regulation D — accredited-investor disclosure
• DOJ subpoena access — grand-jury piercing of any state-level veil
• OFAC sanctions screening on beneficial owners

The 2024 Corporate Transparency Act changed state-level anonymity

Since January 1, 2024, the federal Corporate Transparency Act (31 U.S.C. § 5336) requires nearly every US-formed corporation, LLC, and similar entity to file a Beneficial Ownership Information (BOI) report with FinCEN — naming every individual with 25%+ ownership or "substantial control." The BOI report is confidential (not public) and accessible only to DOJ, FinCEN, Treasury, certain federal financial regulators, and select state law enforcement via specific processes.

What this means for Wyoming: Wyoming state-level anonymity is unchanged — Articles, annual reports, and the Wyoming Secretary of State database still do not expose owners. But federal-level anonymity at the law-enforcement layer is eroded. If you were considering Wyoming for anti-federal-enforcement privacy, Wyoming\'s advantage over Delaware / Nevada / South Dakota is now zero at that layer — every US state is subject to the same CTA regime.

Wyoming still wins on: state-level privacy from civil plaintiffs, competitors, journalists, and public-records searchers. Wyoming does not win on: federal law enforcement, IRS investigations, OFAC sanctions, SEC enforcement, or grand-jury subpoenas.

Honest framing for marketing copy: "Wyoming is private from anyone without federal subpoena power" is accurate. "Wyoming is untraceable / anonymous to all" is not accurate and has never been accurate.

Wyoming is the right state for lawful privacy preferences: protecting family wealth from opportunistic plaintiffs, shielding personal addresses from public-records scrapers, preventing competitors from tracking M&A activity via Secretary of State filings, and keeping closely-held business ownership out of newspaper investigations. Wyoming is NOT the right state — or any right state — if the privacy goal is evading legitimate federal enforcement. The 2021 Pandora Papers and the 2022 FinCEN Files documented foreign money flows through Wyoming shell structures, and the post-2024 CTA regime is designed to close those gaps. Use Wyoming for lawful privacy; do not use Wyoming (or any state) for anything else.

8 Steps to Form a Wyoming Corporation

Choose your corporate name

Under W.S. § 17-16-401, your name must be distinguishable from every entity on file at the Wyoming Secretary of State and must contain "Corporation", "Incorporated", "Company", or "Limited" (or abbreviations Corp., Inc., Co., Ltd.). Search availability at wyobiz.wyo.gov (free search, no fee for name lookup). Name reservation is available under § 17-16-402 for 120 days at $60.

Restricted words include "Bank", "Trust", "Insurance", "Olympic", "Engineer", "Attorney at Law" — each requires approval from the relevant Wyoming regulator before SOS will accept the filing. "Engineering" for non-licensed-PE firms is disallowed under Wyoming Board of Professional Engineers rules. "SPDI" is reserved for state-chartered Special Purpose Depository Institutions.

Identify your registered agent + registered office

Under W.S. § 17-16-501, every Wyoming corporation must continuously maintain a registered agent and a registered office in Wyoming. The registered office MUST be a physical Wyoming street address (no P.O. boxes), and the agent must be available during normal business hours to accept service of process in person. The registered agent can be: (a) an individual Wyoming resident, OR (b) a domestic or foreign corporation, LLC, or LP authorized to transact business in Wyoming.

Wyoming does have a default Secretary of State service-of- process fallback under W.S. § 17-16-504 if the registered agent cannot be found — but relying on this fallback is bad practice and can miss time-sensitive legal notices. Eleet AI provides a licensed Wyoming registered agent in Cheyenne, included free for year 1, $100/year for years 2+.

Decide on capital structure (shares + par value)

Wyoming does NOT charge a per-share organization tax (unlike Delaware\'s Authorized Shares Method franchise calculation or New York\'s Tax Law § 180 $10 minimum + $0.005/share). Authorized share count is unrestricted and free in Wyoming — use the Silicon-Valley-standard 10,000,000 authorized common shares at $0.00001 par value with no fee implication. This sets up potential Section 1202 QSBS eligibility (paired with the federal $50M aggregate-gross-assets-at-issuance threshold), Section 83(b) founder restricted stock mechanics, and § 17-16-602 blank-check preferred authority for future Series Seed / Series A preferred issuance.

For a single-shareholder bootstrap corporation or family holding company, 1,000 authorized shares at $0.01 par with 100 issued is also fine. The structure is reversible by Articles of Amendment at any later point. Wyoming permits common, preferred, multi-class, and series stock under W.S. §§ 17-16-601–17-16-640 — closely tracks MBCA Chapter 6 and DGCL Subchapter V.

Draft + file Articles of Incorporation

Wyoming\'s Articles of Incorporation form is the standard formation document under W.S. § 17-16-202. Required elements: (1) corporate name + designator; (2) authorized share count + par value or no-par; (3) registered agent + registered office; (4) name and address of each incorporator. Purpose clause is NOT required (Wyoming defaults to "any lawful business purpose" under § 17-16-301). Period of duration defaults to perpetual under § 17-16-303.

Optional but near-universal: § 17-16-202(b) director liability limitation language (Wyoming\'s equivalent of DGCL § 102(b)(7)) + § 17-16-872 indemnification authorization + § 17-16-602 blank-check preferred-stock authority. Include all three in the initial Articles to avoid amendments later. File online through WyoBiz ($100), by mail, or in person at Herschler Building East, 122 W 25th St Suite 100, Cheyenne, WY 82002. WyoBiz returns the file-stamped Articles by email within 3–5 business days; expedite ($100) returns within 24 hours.

Hold the organizational meeting + adopt bylaws

Within 30 days of formation, hold an organizational meeting (or act by unanimous written consent under W.S. § 17-16-704) to: adopt bylaws, elect officers, ratify registered agent appointment, authorize a corporate bank account, set the fiscal year, approve issuance of founder shares + reserve shares for option pool, authorize Section 83(b) election filings if restricted founder stock is being issued (CRITICAL — 30-day federal deadline from the date of restricted-stock grant, not from formation), and authorize the CEO and Treasurer to take ministerial actions.

Wyoming law does not require bylaws to be filed with the state — they are an internal governance document under W.S. § 17-16-206 maintained at the principal office. Standard items: meeting notice + quorum, board composition + indemnification, officer roles, share transfer restrictions, dissolution. Eleet AI provides a Wyoming-tailored Bylaws template + Action by Sole Incorporator + Stock Issuance Resolutions with the $399 all-in formation.

Obtain federal EIN + Wyoming state registrations

Apply for the federal EIN at irs.gov via Form SS-4 — instant assignment online for entities with US-based responsible party + SSN/ITIN. The EIN is required to open a bank account, hire employees, file federal tax returns, and register with Wyoming tax authorities if you will have Wyoming operational nexus. Eleet AI files the EIN application as part of the $399 all-in formation.

Wyoming does NOT have a state corporate income tax, so there is no state income tax registration required. If you will sell taxable tangible goods in Wyoming, register for a Wyoming Sales and Use Tax License via the Wyoming Department of Revenue at revenue.wyo.gov (free, processed in 1–2 business days). If you will have Wyoming employees, register with the Wyoming Department of Workforce Services for unemployment insurance.

File your FinCEN BOI report (federal CTA compliance)

Since January 1, 2024, nearly every US-formed corporation must file a Beneficial Ownership Information (BOI) report with FinCEN under the Corporate Transparency Act (31 U.S.C. § 5336). The BOI report names every individual with 25%+ ownership or "substantial control" of the corporation. BOI is confidential (accessible only to DOJ / FinCEN / select federal financial regulators) and not public.

Filing deadlines: entities formed ON OR AFTER Jan 1, 2024 have 90 days from formation to file (reduced to 30 days for entities formed on or after Jan 1, 2025). Entities formed before Jan 1, 2024 had until Jan 1, 2025 to file initial reports. Subsequent updates are required within 30 days of any change in beneficial ownership. Failure to file is subject to civil penalties of $591/day (indexed) and up to $10,000 criminal penalty + 2 years imprisonment.

File directly at boi.fincen.gov (free) or via a compliant filing service. Eleet AI provides BOI filing as an optional $50 add-on — we recommend self-filing unless you want the compliance calendar automation.

Calendar annual report + license tax

Add to your corporate calendar: first day of your anniversary month each year — Wyoming Annual Report + License Tax under W.S. § 17-16-1630. License tax = greater of $60 minimum OR $0.0002 × Wyoming-apportioned tangible asset value. For most Wyoming corps with no Wyoming assets, the floor is $60. File online through WyoBiz. The annual report includes: corporate name, principal office address, registered agent confirmation, officer + director names (but not shareholders), and Wyoming tangible asset value.

Late penalty starts at 30 days past due; after 60 days the corporation is marked "Delinquent" on the Secretary of State record. After 90 days unpaid, the SOS may administratively dissolve the corporation under W.S. § 17-16-1420. Reinstatement under § 17-16-1422 requires paying back license tax + $60 reinstatement fee + current year fee. Eleet AI sends anniversary-month reminder emails 60, 30, and 7 days before the annual report deadline to every Wyoming-formation customer for the lifetime of the engagement.

Wyoming Corporation — Honest Cost Breakdown

Below is the full lifetime cost stack for a Wyoming C-Corporation, including every fee you actually pay to the State of Wyoming and to your service provider. Formation fee + one registered agent year + EIN + bylaws + organizational consents + first-year annual report is what we mean by "all-in." Everything below the all-in line is annualized recurring cost.

Item	Frequency	Amount
Wyoming SOS Articles of Incorporation (W.S. § 17-16-122)	One-time	$100
Eleet AI formation service	One-time	$299
Optional: 24-hour expedite	One-time	+$100
All-in formation (standard)	One-time	$399
Annual Report + License Tax (W.S. § 17-16-1630, min)	Annual (anniversary)	$60
License Tax — $0.0002 × WY-apportioned assets (if > $60)	Annual	0.02% of assets
State corporate income tax	Annual	$0
State franchise tax on income/margin	Annual	$0
Registered agent (year 2+)	Annual	$100/yr
EIN (IRS — included)	One-time	Included
FinCEN BOI report (federal CTA)	One-time + on change	$0 (self-file) / +$50 (assisted)
Wyoming Sales & Use Tax License (if applicable)	One-time	$60
Statement of Change (RA / address, W.S. § 17-16-506)	As needed	$5

Prices verified against Wyoming Secretary of State and Wyoming Department of Revenue published fee schedules as of April 2026. The $100 Articles of Incorporation fee is set by W.S. § 17-16-122. The $60 annual report license tax minimum is set by W.S. § 17-16-1630 (greater of $60 flat or $0.0002 × WY-apportioned tangible assets). Wyoming does NOT charge an organization tax based on authorized share count — unlike Delaware (Authorized Shares Method min $400) or New York (Tax Law § 180 min $10 + $0.005/share). Unlimited authorized shares at the $100 flat fee. Wyoming has no state corporate income tax and no state franchise tax on income or margin.

Wyoming Business Corporation Act — The Sections You Will Actually Encounter

The Wyoming Business Corporation Act (W.S. Title 17 Chapter 16) adopted the Model Business Corporation Act framework and was comprehensively revised in 2017 (SF 115, 64th Leg.) with amendments through 2023. For-profit corporations are governed by Chapter 16 general provisions (filing, names, registered agents, directors, mergers). Close corporations are governed by Chapter 17. These are the sections your diligence counsel will reference — and where Wyoming differs materially from Delaware.

§ 17-16-202 — Articles of Incorporation Contents

Required elements of Wyoming Articles of Incorporation. Name with designator, authorized shares, registered agent + registered office, incorporator. Purpose clause NOT required (defaults to any lawful business under § 17-16-301). Duration defaults to perpetual under § 17-16-303.

§ 17-16-202(b) — Director Liability Limitation

Wyoming\'s equivalent of DGCL § 102(b)(7). Permits the Articles to eliminate director monetary liability for breach of fiduciary duty, with carve-outs for duty of loyalty breach, bad faith, intentional misconduct, knowing legal violations, improper personal benefit. Include this clause in initial Articles; amendment requires majority shareholder vote under § 17-16-1003.

§ 17-16-501 through § 17-16-508 — Registered Agent

Wyoming registered agent requirements. § 17-16-501 mandates continuous maintenance. § 17-16-502 specifies agent qualifications. § 17-16-504 provides the Secretary of State service-of-process fallback if the RA cannot be found (unlike Texas which has no such fallback). § 17-16-506 governs changes to RA or registered office (Statement of Change, $5 filing fee).

§ 17-16-601 through § 17-16-640 — Shares and Distributions

Authorizes multiple classes and series of stock with different rights, preferences, and privileges. § 17-16-602 blank-check preferred authority is the mechanism for Series Seed / Series A issuance via subsequent board action + Articles of Amendment — same pattern as Delaware corporations. Include § 17-16-602 blank-check authority in the initial Articles to enable future preferred-stock issuance without a shareholder vote.

§ 17-16-801 through § 17-16-845 — Directors and Officers

Wyoming requires at least one director (§ 17-16-802) with no maximum. § 17-16-830 codifies fiduciary duty standards: directors must act in good faith, with reasonable care, in best interest of the corporation. § 17-16-831 codifies the business judgment rule as a statutory safe harbor (unlike Delaware where business judgment rule is judicial doctrine). § 17-16-840 governs officers; same person may hold multiple officer roles.

§ 17-16-860 through § 17-16-877 — Indemnification

Wyoming\'s indemnification framework. § 17-16-872 mandatory indemnification when officer/director prevails. § 17-16-873 permissive indemnification with conditions. § 17-16-874 court-ordered indemnification. § 17-16-877 advancement of expenses. The Articles should authorize maximum permissible indemnification — Wyoming tracks MBCA Chapter 8 Subchapter E closely.

§ 17-16-1101 through § 17-16-1107 — Mergers and Share Exchanges

Authorizes mergers (WY corp + WY corp), interspecies mergers (WY corp + WY LLC + WY LP), and conversions (WY corp → WY LLC, WY corp → DE corp under § 17-16-923). Default voting threshold is majority of outstanding shares entitled to vote. § 17-16-1302 appraisal / dissenters\' rights apply.

§ 17-16-1420 through § 17-16-1422 — Administrative Dissolution

If a Wyoming corp fails to maintain a registered agent, fails to file annual report, or fails to pay license tax, the Secretary of State may administratively dissolve the corp under § 17-16-1420. Reinstatement under § 17-16-1422 is available upon paying back license tax + $60 reinstatement fee + current year fee — no five-year statute of limitations like California.

§ 17-16-1630 — Annual Report and License Tax

The single most important compliance section. License tax is greater of $60 flat OR $0.0002 × Wyoming-apportioned tangible asset value. Due on first day of anniversary month each year. Late = delinquent status at 30 days + administrative dissolution trajectory at 60–90 days.

Chapter 17 — Wyoming Close Corporations

Alternative regime for ≤35-shareholder corporations. §17-17-105 allows board of directors to be dispensed with entirely. § 17-17-106 allows shareholder agreements to substitute for formal meetings. § 17-17-111 enforces share transfer restrictions. Use for closely-held operating businesses not planning institutional fundraising; standard Chapter 16 is more appropriate for anything with outside-capital potential.

§ 17-16-1501 et seq. — Foreign Corporation Registration

How a Delaware (or other-state) corporation foreign-qualifies in Wyoming. Application for Certificate of Authority, $100 fee, include a Certificate of Existence from the home state dated within last 60 days. The foreign-qualified DE corp pays the same Wyoming annual report license tax as a WY-chartered corp (greater of $60 or 0.02% of WY-apportioned assets). Rarely used for DE corps because most VC-backed corps have no genuine Wyoming nexus.

Things That Actually Make Wyoming Wyoming

580k

Wyoming population — the least-populous US state (50th). Concentrated in Cheyenne (~65k) and Casper (~60k). Sparsest-populated lower-48 state after Alaska.

Wyoming state corporate income tax + state franchise tax on income + state personal income tax. One of only 2 states (WY, SD) with zero corporate income tax AND zero franchise tax on business income.

W.S. § 17-31-101

Decentralized Autonomous Organization LLC Act — enacted 2021, the first US statute authorizing DAO LLCs with algorithmic smart-contract governance, on-chain member registries, and blockchain-anchored corporate actions. Applies to LLC-form, not corp-form.

Kraken Bank

Wyoming SPDI charter granted 2020 to Payward Inc. (Kraken). Special Purpose Depository Institutions under W.S. Title 13 Chapter 12 can custody digital assets without FDIC insurance. Custodia Bank (formerly Avanti) holds the second WY SPDI charter.

Powder River Basin

Wyoming\'s Campbell County hosts the largest US surface coal mines — Peabody\'s North Antelope Rochelle Complex (largest US coal mine) and Arch Resources\' Black Thunder Mine. The PRB produces ~40% of US coal; Wyoming is the #1 coal-producing state by a wide margin.

F.E. Warren AFB

90th Missile Wing Cheyenne — one of three US Air Force ICBM wings (F.E. Warren WY, Malmstrom MT, Minot ND). 150 Minuteman III intercontinental ballistic missiles dispersed across southeast Wyoming + northern Colorado + western Nebraska in hardened silos.

Jonah Field + Pinedale Anticline

Two of the largest US natural gas fields, both in Sublette County. Jonah Field has produced ~10 trillion cubic feet of natural gas since 2000. Operated primarily by Jonah Energy and Ultra Petroleum.

Jackson Hole

Teton County, WY — highest median income per capita of any US county ($250k+), driven by private-aviation-accessible wealth concentration + zero state income tax. Jackson Hole Airport (JAC) is the only commercial airport in a US National Park (Grand Teton NP).

$60/yr

Wyoming annual report license tax minimum under W.S. § 17-16-1630 — the cheapest recurring corporate obligation in the United States. A services-based Wyoming corp with no Wyoming-apportioned assets owes $60/yr flat.

MBCA

Wyoming Business Corporation Act (W.S. Title 17 Chapter 16) adopted the Model Business Corporation Act framework. Revised 2017 under SF 115 (64th Leg.) with amendments through 2023. 32 states use the MBCA; Delaware does not.

Yellowstone

Yellowstone National Park (established 1872) is 96% in Wyoming — the world\'s first national park. Grand Teton National Park is also 100% in Wyoming. These anchor a ~$4B annual tourism industry.

35 shareholders

Cap for Wyoming Close Corporation status under W.S. § 17-17-101. Close corps can dispense with board of directors and operate via shareholder agreements. Closest modern analog to California\'s Close Corp statute (Corp Code § 158).

Frequently Asked Questions

How much does it cost to form a Wyoming corporation?

Wyoming charges $100 for Articles of Incorporation filed with the Secretary of State under W.S. § 17-16-202 plus the annual fee schedule in W.S. § 17-16-122. This is the cheapest "real" state filing fee in the United States (Montana and Kentucky are $35 and $40 respectively, but are for LLCs only; Wyoming's $100 is the cheapest incorporation-tier fee). Optional 24-hour expedite is $100 under W.S. § 17-16-122(d). No paid same-day or 2-hour tier exists. Wyoming does NOT charge a share-count organization tax — unlike Delaware's Authorized Shares Method which caps at $400 minimum franchise tax scaling up to $200,000, or New York's Tax Law § 180 minimum $10 + $0.005/share. Authorized shares in Wyoming are unlimited at the flat $100 fee. Eleet AI charges $399 all-inclusive: $299 service + $100 state filing + Articles drafted with W.S. § 17-16-202 compliant language, registered agent in Wyoming for year one, federal EIN application, bylaws, and organizational consent. National providers advertise $0–$299 service fees but layer the $100 state, $60/yr annual report license tax, $125–$299/yr registered agent, $49–$99 EIN, and $50–$100 expedite separately — real total usually lands at $400–$700+ in year one.

Does Wyoming have a state corporate income tax or franchise tax?

No and no. Wyoming is one of only 2 US states (WY, SD) with zero state corporate income tax AND zero state franchise tax on business income or margin. South Dakota has no corporate income tax but levies a bank franchise tax; Wyoming does not. Texas has no corporate income tax but levies the Franchise Margin Tax (Tax Code Chapter 171 at 0.331%–0.75% of margin once revenue exceeds $2.47M). Nevada has no corporate income tax but levies Commerce Tax (NRS Chapter 363C) on businesses exceeding $4M in gross revenue plus the $500 annual State Business License. Washington has no corporate income tax but levies B&O Tax (RCW Chapter 82.04) on all gross receipts. Wyoming has none of these. A Wyoming-domiciled corporation with $50M in revenue owes $0 in Wyoming state tax on that revenue — only the $60/yr minimum license tax on Wyoming-apportioned tangible assets under W.S. § 17-16-1630. This is the single cleanest zero-tax operating environment in the United States for a corporation.

What is the Wyoming annual report license tax and how is it calculated?

Under W.S. § 17-16-1630, every Wyoming corporation files an annual report and pays a license tax on the first day of the anniversary month of formation each year (not calendar-year-based — a corp formed June 14 files every June 1). The license tax is the GREATER of: (a) $60 minimum flat fee, OR (b) $0.0002 (two hundredths of one percent) multiplied by the value of Wyoming-apportioned tangible assets as of the report date. Wyoming-apportioned means only assets physically located in Wyoming — a Wyoming-chartered corporation operating primarily in another state, with no Wyoming inventory, real property, or equipment, owes only the $60 minimum regardless of total corporate asset value. Worked example: a Wyoming holding company with $100M in equity investments in out-of-state subsidiaries but zero Wyoming-located tangible assets owes $60/yr total. Same holding company with $5M of Cheyenne office building + equipment owes $60 minimum OR $0.0002 × $5M = $1,000 — whichever is greater — so $1,000/yr. A services-based Wyoming corp with a laptop and a Cheyenne virtual address owes $60. This is materially cheaper than Delaware's $400 minimum franchise tax and is the cheapest state-level recurring corporate obligation in the United States.

Does Wyoming require disclosure of officers, directors, or shareholders?

No at the state level. Wyoming corporate anonymity is the strongest of any state that uses the Model Business Corporation Act (MBCA) framework. Articles of Incorporation under W.S. § 17-16-202 require: (1) corporate name, (2) number of authorized shares + par value (or no-par), (3) registered agent + registered office in Wyoming, (4) name and address of the incorporator — AND THAT IS ALL. Officers and directors are NOT required to be disclosed in the Articles. The annual report under W.S. § 17-16-1630 requires officers and directors to be listed, but these filings are public — and Wyoming does not cross-reference them against federal taxpayer records. Shareholders are NEVER disclosed at the state level. This contrasts with: California Corporations Code § 1502 (Statement of Information requires officer disclosure biannually), Delaware Title 8 § 502 (franchise tax return requires director disclosure), New York Tax Law § 181 + BCL § 408 (biennial statement requires CEO + principal executive office disclosure), Texas Tax Code § 171.203 (Public Information Report requires every officer + director). Wyoming's state-level anonymity is real. Federal Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) reporting to FinCEN, effective since January 2024, pierces state-level anonymity for beneficial owners with 25%+ ownership or substantial control — but BOI reports are NOT public (accessible only to DOJ, FinCEN, select law enforcement), and the CTA applies identically to Delaware, Nevada, and South Dakota corps. WY remains the most private state at the non-federal-law-enforcement layer.

Should I form my corporation in Wyoming or Delaware?

Delaware if you plan to raise institutional venture capital, expect to have ≥3 board seats, anticipate an M&A exit, or want 233 years of Court of Chancery precedent on governance disputes — period. Wyoming if you are building a closely-held operating business, an asset-protection holding structure, a real-estate holding company, a family office, a lifestyle business, or a crypto-native corporation that values WY's regulatory clarity (SPDI statute, DAO LLC statute, blockchain-friendly regulatory environment). The institutional-VC test is the cleanest dividing line: NVCA model term sheets, Y Combinator SAFEs, Series Seed documents, 409A valuation firms, and cap-table platforms (Carta, Pulley, AngelList) all default to Delaware C-Corp. Converting a Wyoming corp to Delaware at a priced round adds $10,000–$25,000 in legal fees plus potential tax events. If you are 0% certain about future institutional fundraising, start Wyoming and save the conversion cost + state tax exposure. If you are ≥30% certain, start Delaware and pay the $400+ minimum franchise tax as the cost of optionality. The same Delaware Court of Chancery precedent that makes Delaware the VC standard is also the reason Wyoming-chartered corps lack institutional governance precedent — Wyoming has a modern MBCA-based statute (W.S. Title 17 Chapter 16) but far fewer published opinions resolving ambiguous corporate-law questions.

What is the Wyoming Close Corporation and when should I use it?

Under W.S. § 17-17-101 through § 17-17-125, the Wyoming Close Corporation Act permits corporations with 35 or fewer shareholders to operate with dramatically simplified governance. Key features: (1) the Articles may elect close-corporation status under § 17-17-101(a); (2) the board of directors may be dispensed with entirely under § 17-17-105 — shareholders act directly via shareholder agreement; (3) meetings may be waived under § 17-17-106 — shareholder agreements can substitute for the formal meeting + minutes regime; (4) transfer restrictions on shares are enforceable under § 17-17-111, enabling family-business succession planning without hostile-takeover risk; (5) cumulative voting, supermajority requirements, and custom shareholder-veto rights are all permissible via § 17-17-112 shareholder agreements; (6) close-corp status can be terminated by a majority shareholder vote and conversion to standard MBCA governance. Use cases: family businesses with ≤35 family-member shareholders, professional partnerships that want corporate form without formal board, real-estate holding companies with a small fixed shareholder group, tightly held operating businesses not planning to raise outside capital. Do NOT use close-corp status if: you plan to raise from angel investors or VCs (close-corp Articles are unusual and may trigger investor legal review questions), you plan to issue stock options to employees (close-corp structure complicates 409A valuations), or you anticipate rapid shareholder growth past 35. Most eleet.ai Wyoming-formation customers use standard Chapter 16 MBCA structure; Chapter 17 close-corp is a specialty request.

What goes into Wyoming Articles of Incorporation?

Under W.S. § 17-16-202, Wyoming Articles of Incorporation must state: (1) corporate name containing "Corporation", "Incorporated", "Company", or "Limited" (or abbreviations Corp., Inc., Co., Ltd.) under § 17-16-401; (2) number of authorized shares + par value designation or no-par (no per-share organization tax, so use 10,000,000 authorized common at $0.00001 par for SV-standard setup or 1,000 at $0.01 par for simple single-owner corp); (3) registered agent + registered office in Wyoming under § 17-16-501 (must be a Wyoming street address, no P.O. boxes, must be available during normal business hours); (4) name and address of each incorporator. Optional but near-universal: § 17-16-202(b) director liability limitation (Wyoming's equivalent of DGCL § 102(b)(7), covers breach of fiduciary duty with standard carve-outs for loyalty breach, bad faith, intentional misconduct, knowing legal violations, improper personal benefit); § 17-16-872 indemnification authorization; § 17-16-602 preferred-stock blank-check authority for future Series Seed / Series A issuance without shareholder vote. Purpose clause is NOT required — Wyoming defaults to "any lawful business purpose" under § 17-16-301. Period of duration defaults to perpetual under § 17-16-303. Filing fee is a flat $100 + $100 optional 24-hour expedite. No stamp tax on initial stock issuance in Wyoming (unlike New York's Tax Law § 180 $10 minimum + $0.005/share). Unlimited authorized shares at the $100 flat fee.

Do I need a registered agent in Wyoming?

Yes. Under W.S. § 17-16-501, every Wyoming corporation must continuously maintain a registered agent and a registered office in Wyoming. The registered office must be a physical Wyoming street address (no P.O. boxes, no commercial mail receiving agency boxes classified as such by the USPS), open during normal business hours to accept service of process. The registered agent can be: (a) an individual Wyoming resident with a Wyoming street address, OR (b) a domestic or foreign corporation, LLC, or LP authorized to transact business in Wyoming with a Wyoming registered office. Failure to maintain a registered agent or registered office triggers the Secretary of State's inactivation of the corporation under W.S. § 17-16-1421 after 60-day cure notice; continued non-compliance leads to administrative dissolution under § 17-16-1420. Wyoming DOES have a default Secretary of State service-of-process fallback under W.S. § 17-16-504 if the registered agent cannot be found — but relying on this fallback is bad practice and can miss time-sensitive legal notices. Eleet AI provides a licensed Wyoming registered agent in Cheyenne, included in the $399 all-in formation. Year-2-onward registered agent service is $100/year flat (vs the $99–$299/yr range from national competitors; Northwest Registered Agent charges $125, LegalZoom $299).

Can a Wyoming corporation be a single-shareholder, single-director entity?

Yes. Under W.S. § 17-16-802, a Wyoming corporation may have a single director — there is no minimum board size requirement. The same person may also serve as the sole shareholder, sole director, and sole officer (President, Secretary, Treasurer may all be the same individual under W.S. § 17-16-840). This is materially simpler than California Corp Code § 312(a) (which prohibits the President and Secretary from being the same person in single-shareholder situations with some quirky exceptions) and similar to Delaware and Texas. The single-shareholder Wyoming C-Corp is a popular structure for: solo-owner asset-protection holding companies, single-member real-estate holding corps, family-trust wrappers where the trust is sole shareholder. The annual report will list the single individual as both director and officer; this is fully compliant. For Section 1244 qualified small business stock and Section 1202 QSBS, the Wyoming corporation must meet the standard federal requirements (active trade or business, ≤ $50M aggregate gross assets at issuance, ≥ 80% of assets used in qualified trade or business) — Wyoming state structure does not affect federal QSBS eligibility either way.

How long does it take to form a Wyoming corporation?

Wyoming Secretary of State standard online filing through the WyoBiz portal at wyobiz.wyo.gov processes in 3–5 business days for standard turnaround — slower than Texas SOSDirect (1–3 days) or Delaware expedited ($50+ for 24-hour) but faster than California Secretary of State (which currently runs 3–4 weeks on standard formations) or New York Department of State (4–6+ weeks for non-expedited LLCs, 2–3 weeks for corps). Paper filings mailed to Herschler Building East, 122 W 25th St Suite 100, Cheyenne, WY 82002-0020 take 7–14 business days. Optional 24-hour expedite is $100 under W.S. § 17-16-122(d). Wyoming does NOT offer paid same-day or 2-hour tiers. For VC-stage timing where you have a term sheet in hand and need immediate formation, Wyoming expedited ($100) returns within 24 hours via WyoBiz — still less than Delaware's $500 same-day or $1,000 one-hour tiers. Eleet AI defaults to standard processing for Wyoming filings to save the $100 expedite fee; if you need 24-hour guarantee, we add it at checkout for $100.

What about Wyoming sales tax and use tax — does it apply to my corporation?

Wyoming imposes a 4% state sales tax under W.S. § 39-15-104 on the retail sale of tangible personal property and certain services + an optional 1–2% local county sales tax (maximum combined 6%). This is among the lowest US state sales tax rates (below California 7.25%, Texas 6.25%, New York 4%+4.5%+0.375%, Tennessee 7%). Practical examples: Cheyenne combined 6% (4% state + 2% Laramie County), Casper combined 5% (4% state + 1% Natrona County), Jackson combined 6% (4% state + 2% Teton County), Sheridan combined 6%, Laramie combined 6% (4% state + 2% Albany County). Wyoming does NOT currently tax SaaS or cloud services as taxable under W.S. § 39-15-103(a)(vi) — software delivered electronically for use by the purchaser is exempt (unlike Texas which aggressively taxes SaaS under 34 TAC § 3.330). Out-of-state sellers cross economic nexus at $100,000 in Wyoming gross receipts or 200 transactions under W.S. § 39-15-101 (South Dakota v. Wayfair conforming threshold). A Wyoming corporation operating primarily out-of-state with no Wyoming customers has no Wyoming sales tax collection obligation. A Wyoming corporation with Wyoming customers collects 4% state + 1–2% local on in-state retail sales of tangible goods. Services (professional, consulting, SaaS) are largely exempt from Wyoming sales tax.

What makes Wyoming the most crypto-friendly US state?

Wyoming has enacted the most crypto-native statutory framework in the United States. Three distinctive regimes: (1) W.S. § 17-31-101 through § 17-31-117 Decentralized Autonomous Organization LLC Act (2021) — the first US statute authorizing DAO LLCs with algorithmic governance via smart contract, blockchain-anchored member registries, and statutory validation of on-chain corporate actions. DAO LLC is LLC-form, not corporate-form; if crypto-native corp structure is required, use standard Chapter 16 + blockchain-compliant bylaws. (2) W.S. Title 13 Chapter 12 Special Purpose Depository Institution (SPDI) Act (2019) — Wyoming-chartered banks authorized to custody digital assets without FDIC insurance, regulated by Wyoming Division of Banking. Kraken Financial (Kraken Bank) is the most prominent SPDI; Custodia Bank (formerly Avanti) and others have followed. A non-SPDI Wyoming C-Corp can partner with an SPDI for custody services. (3) W.S. § 34-29-101 through § 34-29-122 Digital Asset Framework — explicit statutory classification of digital assets (securities tokens vs utility tokens vs virtual currencies), safe-harbor provisions for token issuance, and Wyoming UCC amendments (W.S. Title 34.1 Article 9) governing perfection of security interests in digital assets. For a corporation whose operating thesis is crypto-native (treasury holdings, tokenized equity, on-chain revenue), Wyoming is the single most accommodating US jurisdiction. Note: Wyoming is not a tax haven for crypto — federal IRC § 1221/1222 capital gains, § 61 ordinary income, and Bank Secrecy Act BSA reporting apply identically to Wyoming corps as to any other.

What is the Wyoming Business Corporation Act vs Delaware General Corporation Law?

Wyoming adopted the Model Business Corporation Act (MBCA) framework in W.S. Title 17 Chapter 16 — most recent comprehensive revision 2017 (SF 115, 64th Leg.) with amendments through 2023. The MBCA is used by 32 states including Wyoming, Texas, Florida, Colorado, and most of the Midwest. DGCL (Delaware Title 8) is Delaware's entirely separate, internally-developed code with 233 years of Court of Chancery interpretation. Key structural differences: (a) MBCA fiduciary duty standards are codified in W.S. § 17-16-830 (directors must act in good faith, with reasonable care, in best interest of corporation) whereas DGCL leaves most fiduciary duty development to Chancery case law — making DGCL more flexible but less predictable on untested questions; (b) MBCA provides a statutory business judgment rule safe harbor in W.S. § 17-16-831 — DGCL business judgment rule is judicial doctrine; (c) MBCA shareholder appraisal rights under W.S. § 17-16-1302 are broader than DGCL § 262 in covering more transaction types; (d) MBCA default voting threshold for mergers is majority of outstanding shares (W.S. § 17-16-1103) matching DGCL § 251; (e) Derivative litigation procedures under W.S. § 17-16-742 mirror DGCL § 220 + Chancery Rules. Practical implication: for most routine governance actions, Wyoming and Delaware reach the same outcomes. For novel or contested governance questions (hostile takeover defense, controlling-shareholder transactions, squeeze-out mergers), Delaware Chancery precedent provides far more predictability than Wyoming's thinner body of appellate decisions.