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Wyoming Corporation Other Considerations

In managing the formation and ongoing business of your Wyoming corporation, note the following Wyoming Secretary of State considerations and stipulations.

License Requirements

Certain types of businesses may be required to obtain a license and pay a fee to operate in Wyoming. For more information on license requirements, click here. Your professional corporation can also be formed with United Agent Services.

Annual Statements

Annual statements are due by December 1st. The tax is based on the corporate property and assets located and employed in Wyoming. The license tax is $50 or two-tenths of one million on the dollar ($.0002) of corporate assets, whichever is greater.

Financial Statements for Shareholders

A corporation must furnish, upon request, to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis. If detailed financial statements are not prepared for the corporation on an annual basis, then a copy of its federal income tax return will satisfy the requirements of this section.

In addition, a corporation shall mail, upon request, the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest financial statements.

Changes to Articles of Incorporation

Amendments

A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth

  • The name of the corporation;
  • The text of each amendment adopted;
  • If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
  • The date of each amendment’s adoption;
  • If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
  • If an amendment was approved by the shareholders:
    • The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and
    • Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group

Corrections

A domestic or foreign corporation may correct a document filed by the Wyoming Secretary of State if the document:

  • Contains an incorrect statement; or
  • Was defectively executed, attested, sealed, verified, or acknowledged

A document is corrected by preparing articles of correction that:

  • Describe the document, including its filing date, or attach a copy of the document to the articles of correction;
  • Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
  • Correct the incorrect statement or defective execution
  • By delivering the articles of correction to the secretary of state for filing

Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

Restated Articles of Incorporation

A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action.

The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted with requisite shareholder approval.

A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

  • Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
  • If the restatement contains an amendment to the articles requiring shareholder approval, the information required by law
  • Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them

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