If incorporating in Wyoming, Articles of Incorporation must be filed with the Wyoming Secretary of State, Corporations Division. Wyoming law requires that certain information be included in your Articles of Incorporation. The following is a summary of those requirements:
- Minimum Number of Directors – One or More (Your Articles may establish a minimum or maximum within those limits)
- Residence Requirements – None
- Age Requirements – None
- Listing Requirements – Directors are required to be listed in Articles
- Officers are not required to be listed in Articles of Incorporation
- Authorized Shares: The articles of incorporation must prescribe the classes of shares and the number, which may be unlimited, of shares of each class that the corporation is authorized to issue. If more than 1 class of shares is authorized, the articles of incorporation must set a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation
- The articles of incorporation must also authorize:
- One (1) or more classes of shares that together have unlimited voting rights; and
- One (1) or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution
Other Required Information
- The registered agent name and registered agent address
- The articles of incorporation shall be accompanied by a written consent to appointment manually signed by the registered agent
- The principal office address
- The name and address of each incorporator
The incorporators or board of directors of a Wyoming incorporation must adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
A corporation has the officers described in its Wyoming incorporation bylaws or appointed by the board of directors in accordance with the bylaws. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
The bylaws or the board of directors must delegate to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.
The same individual may simultaneously hold more than one (1) office in a corporation.