How to Start a Business in Wyoming

Choosing the right structure for your business is the first big decision you have to make. Though it might seem overwhelming at first, let’s break down the different business structures and why you might choose them.

Sole proprietorships and general partnerships require no formal paperwork to be submitted with the Secretary of State. It really is as easy as just selling something. So why wouldn’t people always choose these “low maintenance” businesses? Well, sole proprietorships and general partnerships have no liability protection—meaning that the business and the owner are not separate legal entities, and the business’s debts are also the owner’s debts.

Many business owners choose to form as an LLC or corporation for the financial and safety benefits of liability protection. Let’s go over the differences between an LLC and a corporation.

Wyoming Limited Liability Company (LLC)

Wyoming LLCs are a popular business entity choice. Not only do they have liability protection, meaning that the business is a separate legal entity from you, but they offer a ton of flexibility in both management and taxation.

Management-wise, LLCs offer flexibility by allowing pretty much anyone to be in charge. You can run the business yourself, appoint someone from within the business, or hire an outside manager to be in charge. There’s no formal board to approve this like with a corporation.

Additionally, LLCs have flexible taxation. LLCs are pass-through entities by default—this means that the business doesn’t pay entity-level taxes, and instead the profits are taxed when they are distributed to the members. However, an LLC can choose to be taxed as a C-Corp or an S-Corp instead.

Wyoming LLCs are a popular choice, especially for small business owners. To start a Wyoming LLC, file your Articles of Organization with the Secretary of State.

Wyoming Corporation

While corporations lack the flexibility of LLCs, they still have liability protection. Plus, corporations have the added benefit of investor interest. Because corporations have a more structured management system and taxation, donors and investors are often more willing to financially support corporations. Wyoming corporations are a great choice for owners looking to grow their business quickly. To start a Wyoming corporation, file your Articles of Incorporation with the Secretary of State.

The process for naming your business in Wyoming is simple—come up with a name, make sure it fits with all the legal requirements for business names in Wyoming, and submit your name on your business’s formation documents.

(Keep in mind that even if you already have a name in mind, the business name must follow the state requirements.)

According to Wyoming business statutes, your business name must:

• Include a designation, such as “LLC”, “limited”, or “company” for an LLC and “corporation”, “corp”, or “Inc.” for a corporation
• Not use words that describe other professional businesses (for example, you can’t use the words “insurance” and “charity” if you do not, in fact, have an insurance company or charity)
• Be an entirely unique—meaning it can’t be identical or similar to an existing business

Search the Wyoming Secretary of State website to see if your business name is available.

To start an LLC or corporation in Wyoming, you need to file formation paperwork. Your formation paperwork is submitted to the Wyoming Secretary of State. If you are a sole proprietor or general partnership, you won’t need to file paperwork with the state.

• To form a Wyoming LLC, file Wyoming Articles of Organization.
• To start a Wyoming corporation, file Wyoming Articles of Incorporation.

LLCs and corporations can file their paperwork in person, by mail, or online. Mailed and in person filings cost $100 to file (add $4 for online filings).

So far in this guide, we’ve dealt with public forms that you’ve had to file with the Wyoming Secretary of State. Now, it’s time to organize your internal records. These are the documents your business will keep on record within your company.

Though these documents are internal, you’ll likely need to show them to third parties like the bank or—if you start a nonprofit—the IRS.

Here are the major internal documents you need to organize for LLCs and corporations:

Wyoming LLC Operating Agreement

This is your LLC’s rule book. It defines how your LLC will do things like make decisions, distribute money, manage operations, and appoint officers. Your operating agreement plans for every big picture scenario your LLC is likely (or unlikely) to face, including dissolution.

Drafting an operating agreement is hard, and the internet is full of shabby templates that have been copy and pasted from who knows where. So we had our attorneys draft a Wyoming LLC Operating Agreement template that you can use as a solid foundation.

Wyoming Corporate Bylaws

Bylaws are the rules your corporation will adopt and follow internally. Bylaws detail how your corporation will appoint directors and officers, hold shareholder and board meetings, and handle emergencies, among other things. Unlike operating agreements, corporate bylaws are required by law in Wyoming.

As with operating agreements, you can find plenty of bylaws templates online. But bylaws are pretty serious, so you don’t want to just use the first template you come across. Our attorneys drafted a Wyoming Corporate Bylaws template you can use to get started.

Starting a nonprofit? We also have Wyoming nonprofit bylaws.

You need to get your Wyoming business licenses all squared away before you start your business. This means understanding your state, professional, and local business license requirements, submitting your applications, and receiving approval from the appropriate agencies. Not sure where to get started? Let’s go over how to get your Wyoming business licenses.

Wyoming State Business License

In Wyoming, all businesses are required to have the Sales and Use Tax License. This license gives businesses permission to sell products, goods, and services. You must submit your Sales/Use Tax License Application and receive approval from the Wyoming Department of Revenue prior to accepting sales at your business.

For all other business licenses, check your profession’s requirements and your local area’s mandatory licenses.

Professional Business Licenses

Professional business licenses are required for any business that offers “professional” services. These include professions like law, medicine, accounting, and architecture. You can search on the Wyoming Department of Administration & Information’s website for individual professional boards to see which licenses you might need.

Local Business Licenses

Every city in Wyoming has different requirements for a business to operate in its city limits. Even with your state Sale and Use Tax License and your professional licenses, you might still need to get local business licenses. For example, in the city of Cheyenne, you’ll need a license to own a barber shop. However, the city of Casper doesn’t require a license for barber shops.

Learn more about How to Get a Business License.

The liability protection you get from forming an LLC or corporation is only as strong as the separation between you and your business. At a minimum, you’ll need to open a bank account for your business. And if you’re going to hire employees, you’ll need to tackle payroll, too.

Open a Business Bank Account

To keep your business spending separate from your personal spending, you’ll need to open a business bank account. If you don’t, a court could find that your business is not actually separate from you, the owner, under the Alter Ego Doctrine. Also known as piercing the corporate veil, this is the outcome when a judge finds that a company is not a separate entity but rather an alter ego of the owner. If this ever happens, you could lose your limited liability status.

Opening a business bank account as a sole proprietor is important, too. Though sole proprietors and general partnerships have no limited liability status to protect, both will benefit from organizing their business finances come tax season.

Set up Payroll

Setting up your business’s payroll might seem like an overwhelming task, but we’re here to make it as easy as possible. Plus, Wyoming has no personal income or corporate income tax—making the process of setting up payroll pretty straightforward.

To start paying your employees, you need to:

• get a federal employer identification number (FEIN)
• register with the WYUI to get your State Unemployment Tax rate
• prepare the forms your employees will fill out
• choose a payroll system or software
• decide on a payroll schedule
• hire your employees

Tip: Though you can choose to do payroll yourself, most businesses choose a payroll software to automate the process.

Forming an LLC or corporation protects your personal assets. But if anything disastrous befalls your business—like a lawsuit, burglary, flood, or fire—your business is on the hook to pay. Business insurance can help cover the costs.

Exactly which business insurance policies depend on a few things, such as your business entity, industry, and size. Here’s a breakdown of the most commonly purchased business insurance:

Workers’ Compensation Insurance

The state of Wyoming requires workers’ compensation insurance from nearly all Wyoming employers. Workers’ comp covers things like medical bills, temporary disability, lost wages, and death benefits for employees injured or killed on the job.

Every business, regardless of exemption status, will need to register with the Division of Workers’ Compensation and Unemployment Insurance in order to have their coverage determined by the state.

Generally speaking, casual laborers, private household employees, and volunteers are not required to have workers’ compensation coverage. The Workers’ Compensation Act WS. §§ 27-14-101 outlines the specifics for coverage requirements.

Unlike other states, there is no self-insured option for business owners in Wyoming. All employers must purchase coverage from the Wyoming Workers’ Compensation Program or from a state-chosen third party insurer if your business does not qualify for the state program.

Liability Insurance

This covers the costs of claims against your business for injuries or damages to the property of others, like clients or customers. This includes medical expenses, legal fees, settlements, and judgments. Whether or not you need it depends on whether your business is likely to be sued and how many assets your business needs to protect. If it’s just you and your computer in your basement, you might feel comfortable skipping liability insurance. Or maybe you won’t. Beyond general liability insurance, you can purchase or add on more specific types, like professional, cyber, commercial, home-based business, or product liability insurance.

Wyoming business taxes are made a bit easier by the complete lack of corporate and personal income tax. Woo! Still, there are taxes to be paid. Let’s go over the federal, state, and local business taxes you’ll need to pay in Wyoming.

Federal Taxes

• LLCs. Single-member LLC? By default, you’re taxed similar to a sole proprietor. More than one LLC owner? You’re taxed as a general partnership. Either way, your default tax status is “pass-through,” which means you don’t pay corporate taxes. Instead, your LLC’s owners report profits and losses on their personal tax returns. Good news: because there’s no state income tax in Wyoming, you’ll only have to pay the 15.3% federal self-employment tax rate. An LLC can file paperwork with the IRS to be taxed as an S-Corp or C-Corp instead.
• Corporations. Corporations are taxed as C-Corps by default. This means that corporations pay the 21% federal corporate tax rate.

To pay your federal taxes (and take a good deal of other steps required to start a business), you’ll need to get an Employer Identification Number (EIN). You can apply for one with the IRS or hire us to get one for you.

Wyoming State Business Taxes

Wyoming does have a 4% sales tax and a 9.5% (on average) property tax. Importantly, Wyoming has an annual business fee attached to all in-state assets, which might seem like a tax. This is either $60 or $0.0002 for every dollar of your Wyoming assets, whichever is greater.

Local Wyoming Business Taxes

Wyoming has a local sales tax on top of the state sales tax that varies city-to-city and county-to-county. For example, in Cheyenne, the city assesses a 2% sales tax in addition to the 4% from the state. So, in total, you’ll pay 6% in sales tax.

If you want the good people of Wyoming to find your business, they have to be able to find you online. This means you’ll need a website, a business email account, and social media accounts. Don’t worry if you’re not especially tech-savvy—you don’t have to be a web developer or an influencer to establish a robust online presence. You’ll just need the following:

• Domain name. Your domain is the address where your website will live. You’ll want a domain name that is short, unique, local, and—most importantly—available. If your domain is trademarked, you could face legal trouble.
• Domain registrar. Once you’ve decided on a domain name, you’ll want to register it with a domain registrar. Some domains are more expensive than others. Some domain registrars also offer hosting and most will provide you with a business email that includes your domain name (“[email protected]”).
• SSL certificate. An SSL certificate signals to your users that your website is secure. If your website will use forms—like a sign-up form or a “contact us” form—an SSL certificate is critical. But even if you don’t you use forms, you’ll still probably want one—it allows an encrypted connection, which means your users’ data is transported securely. There are several types of SSL certificates, and you can often get one through your domain registrar.
• Site design. The easiest option is to use a free website creation tool—there are a number of free options available. Most are easy even for a newcomer to use, with styles and built in templates. For a more custom design, you can hire a web designer to work on your website, but this will be much more expensive.

All Wyoming LLCs and corporations must submit an annual report. This is due on the first day of their anniversary month of formation—so if you started your business on October 26th, 2020, you’ll need to submit your annual report by October 1st each year.

Your filing fee (also called the Wyoming business license tax) is determined by your total assets within the state. You will pay either $60 or $0.0002 for every dollar of your in-state assets, whichever is greater. You can submit your annual report on the Wyoming Secretary of State online portal or via paper form in the mail. If you submit online, you will need to pay a convenience fee.

Learn more about filing a Wyoming Annual Report.

A trademark is a design, symbol, word, phrase—or any combination thereof—that represents a brand’s goods or services exclusively. Only some businesses register trademarks.

You can apply to register your trademark with the State of Wyoming or federally with the U.S. Patent and Trademark Office (USPTO). Registering your trademark in Wyoming is cheaper and easier than registering with the USPTO, but doing so only protects your trademark in Wyoming.

You can only register a trademark once you’ve started using it (so slap it on that website you just made), and not all applications are approved. Trademark law is complex, and the strength of a trademark application (and the trademark itself) depends on many factors.

Our attorneys can review your application, offer advice, and prepare and submit the application for you—Check out our Trademark Service.