Wyoming Corporation Costs
| Cost item | Amount | Notes |
|---|---|---|
| Articles of Incorporation filing | $100.00 | One-time formation fee with the Wyoming Secretary of State |
| Annual report and license tax | $60.00 minimum | Due annually under Wyo. Stat. § 17-16-1630 |
| Registered agent service (optional) | $50-$150/year | Typical private-service range if you do not serve yourself |
| Registered agent change filing | $5.00 | Appointment of New Registered Agent and Office |
Filing Location and Contact
Submit your Articles of Incorporation online or by mail to:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Phone: (307) 777-7311
Online Filing: https://wyobiz.wyo.gov/Business/Default.aspx
Your first annual report is due on or before the first day of the corporation's incorporation month in the next calendar year.
Annual Report and License Tax Requirements
Every Wyoming corporation must file an annual report and pay its annual license tax on or before the first day of the month of registration each year under Wyo. Stat. § 17-16-1630. For most small corporations, the $60.00 minimum applies.
The license tax is calculated as the greater of:
- $60.00 (minimum), or
- $0.0002 (two-tenths of one mill) multiplied by your total capital, property, and assets located and employed in Wyoming
Your annual report must include your capital, property, and assets located in Wyoming; your principal office address; and a certification under penalty of perjury signed by your treasurer or other fiscal agent. You can file your annual report online through https://wyobiz.wyo.gov/Business/Default.aspx.
Annual Report Filing Details
The annual report is due on or before the first day of your formation anniversary month each year. You must report your principal office address and provide certification under penalty of perjury regarding your capital, property, and assets employed in Wyoming. Online filing is available through the Wyoming Secretary of State's business filing system. The report must be filed by your fiscal agent, treasurer, or authorized officer.
License Tax Calculation
Wyoming imposes an annual license tax on all domestic and foreign profit corporations. Calculate your asset-based tax by multiplying your total capital, property, and assets located in Wyoming by 0.0002. If this calculation yields less than $60, you pay the $60 minimum. Most small corporations pay the flat minimum because their Wyoming assets do not exceed $300,000.
| Item | Amount |
|---|---|
| Minimum Annual License Tax | $60.00 |
| Asset-Based Rate | $0.0002 per dollar of Wyoming assets |
| Filing Fee | Included in license tax |
| Due Date | First day of anniversary month |
Late Payment and Dissolution
If your annual report and license tax remain unpaid, the Secretary of State may begin an administrative-dissolution proceeding under Wyo. Stat. § 17-16-1420. Administrative dissolution terminates your authority to conduct business in Wyoming until you apply for reinstatement.
Wyoming does not impose a separate late fee beyond the reinstatement fee itself, but the administrative dissolution constitutes a significant penalty because your corporation loses its legal status during the dissolution period. You have a 60-day grace period to cure the delinquency before dissolution takes effect.
Reinstatement Fees and Dissolution Penalties
If your corporation fails to file its annual report and pay the license tax, the Wyoming Secretary of State may administratively dissolve it under Wyo. Stat. § 17-16-1420. Reinstatement requires an application under Wyo. Stat. § 17-16-1422, payment of delinquent fees and taxes, and the reinstatement certificate fee prescribed under Wyo. Stat. § 17-16-122.
After two years, your corporation cannot be reinstated; you would need to form a new corporation. Administrative dissolution terminates your authority to conduct business in Wyoming and can expose you to personal liability for debts incurred after dissolution. To avoid reinstatement costs, set calendar reminders for your annual report due date and maintain accurate records of your Wyoming assets.
| Cost Item | Amount | Statute |
|---|---|---|
| Reinstatement certificate fee | Set by the Secretary of State | Wyo. Stat. § 17-16-122 |
| Delinquent annual report license tax | $60.00 minimum | Wyo. Stat. § 17-16-1630 |
| Ground for administrative dissolution | Failure to file annual report or pay license tax | Wyo. Stat. § 17-16-1420 |
| Reinstatement application | Required after dissolution | Wyo. Stat. § 17-16-1422 |
The $100.00 reinstatement fee is a significant penalty that makes timely compliance far more economical than remedial filing. Contact the Wyoming Secretary of State at (307) 777-7311 or visit https://sos.wyo.gov/ for reinstatement assistance.
Registered Agent and Registered Office Requirements
Wyoming requires every corporation to maintain a registered agent and registered office within the state under Wyo. Stat. §§ 17-28-101 to 17-28-111, and the Articles of Incorporation must identify that agent and office under Wyo. Stat. § 17-16-202. Your registered office must be a physical street address in Wyoming, not a P.O. box.
Your registered agent's name and address must be included in your Articles of Incorporation and updated whenever you change agents. The Articles must be accompanied by a written consent to appointment signed by your registered agent, confirming their willingness to serve. The registered office is the physical location where your agent is available during business hours to accept service of process and official documents from the Secretary of State.
Registered Agent Options and Costs
If you hire a professional registered agent service, expect to pay $50–$150 annually, depending on the provider. If you serve as your own registered agent, you must maintain a Wyoming office address and be available during business hours to accept service of process. Many Wyoming corporations use professional registered agent services to ensure compliance and maintain privacy.
| Item | Cost |
|---|---|
| Articles of Incorporation filing fee | $100.00 |
| Registered agent service (annual, typical range) | $50–$150 |
| Change of registered agent/office filing | $5.00 |
Contact the Wyoming Secretary of State at (307) 777-7311 or visit https://sos.wyo.gov/ for current requirements and registered agent service providers.
State Income Tax and Franchise Tax Advantages
Wyoming corporations enjoy a significant competitive advantage: the state imposes no corporate income tax. This means your corporation's profits are not subject to Wyoming state taxation, allowing you to retain more earnings for reinvestment or distribution to shareholders. Wyoming also does not impose a separate franchise tax. Instead, domestic and foreign profit corporations file an annual report and pay a $60 minimum annual license tax under Wyo. Stat. § 17-16-1630.
This tax structure makes Wyoming an attractive jurisdiction for business formation, particularly for corporations seeking to minimize state-level tax obligations. The absence of corporate income tax, combined with the low annual license tax, creates substantial long-term savings compared to states that impose graduated corporate income taxes or higher franchise fees.
Your corporation remains subject to federal income tax obligations and must file Form 1120 (U.S. Corporation Income Tax Return) with the IRS. You may also elect S-corporation or C-corporation tax treatment at the federal level for income tax purposes, but Wyoming itself imposes no separate state tax on either election.
Sales Tax Obligations
Wyoming does impose a mandatory 4% statewide sales tax, with local option taxes that generally produce combined rates between 4% and 8% depending on where your customer takes possession. If you sell taxable goods or services, you must register with the Wyoming Department of Revenue and collect and remit sales tax. This is a transaction-level obligation, not a corporate-level tax on income.
| Tax Type | Wyoming Rate | Notes |
|---|---|---|
| Corporate Income Tax | None | No state corporate income tax imposed |
| Franchise Tax | None | Separate franchise tax does not exist |
| Annual License Tax | $60 minimum | Greater of $60 or $0.0002 of Wyoming assets |
| Sales Tax | 4%–8% | Mandatory 4% statewide plus local options |
Comparison: Wyoming Corporation vs. LLC Formation and Annual Costs
Wyoming offers two primary business structures with distinct cost profiles. Corporations file Articles of Incorporation under Wyo. Stat. § 17-16-202, while LLCs operate under Wyoming's Limited Liability Company Act. Both entities benefit from Wyoming's lack of state corporate income tax, and both have identical state-level filing and annual fees.
Formation Costs
You'll pay a $100 filing fee to the Wyoming Secretary of State when incorporating. This one-time cost covers processing your Articles of Incorporation through the online filing system at https://wyobiz.wyo.gov/Business/Default.aspx. No director residency requirement exists, and you need only one director minimum. The Secretary of State's office is located at Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020, or you can call (307) 777-7311 for assistance.
Wyoming LLCs also file formation documents with the Secretary of State and pay the same $100 filing fee. Both entities require a registered agent and registered office in Wyoming. The choice between a corporation and an LLC depends on your business structure, liability protection needs, and federal tax treatment preferences. Corporations require bylaws and more formal governance; LLCs offer greater operational flexibility.
Annual Compliance Costs
| Cost Category | Corporation | LLC | Notes |
|---|---|---|---|
| Formation Filing Fee | $100.00 | $100.00 | One-time filing |
| Annual Report Fee | $60.00 | $60.00 | Due annually by formation anniversary date |
| Minimum License Tax | $60.00 | $60.00 | Or $0.0002 of Wyoming assets, whichever is greater |
| Reinstatement Fee | $100.00 | $100.00 | If dissolved for non-payment |
| State Income Tax | $0.00 | $0.00 | Wyoming imposes no corporate income tax |
| Franchise Tax | $0.00 | $0.00 | No separate franchise tax imposed |
| Registered Agent (if third-party) | $50–$150/year | $50–$150/year | Optional; you may serve as agent |
| Total First-Year Cost (DIY) | $160.00 | $160.00 | Formation fee plus first annual report |
| Total Annual Cost (DIY) | $120.00 | $120.00 | Annual report plus license tax minimum |
Both entities have identical state-level filing and annual fees in Wyoming. Both provide liability protection and pay no Wyoming state income tax. The choice depends on your business structure, federal tax treatment preferences, and governance needs.
Federal Tax Obligations and Estimated Payments
Although Wyoming imposes no state income tax, your corporation must comply with federal income tax requirements. If you elect C-corporation treatment (the default for corporations), you file Form 1120 and pay federal corporate income tax on net income at the federal rate (currently 21% flat rate).
If you elect S-corporation treatment, your corporation files Form 1120-S and passes income through to shareholders, who report it on their individual returns. S-corporation election can reduce self-employment tax liability if you take a reasonable salary and distribute remaining profits as dividends.
Federal Estimated Tax Payment Deadlines
You must make federal estimated tax payments to the IRS on these dates if you expect to owe $500 or more in federal tax for the year:
| Payment Quarter | Due Date |
|---|---|
| Q1 (Jan–Mar) | April 15 |
| Q2 (Apr–Jun) | June 15 |
| Q3 (Jul–Sep) | September 15 |
| Q4 (Oct–Dec) | January 15 |
These deadlines apply to all Wyoming corporations electing federal taxation as C corporations or S corporations. Failure to pay estimated taxes can result in IRS penalties and interest, even though Wyoming imposes no state income tax. Wyoming does not impose separate estimated tax deadlines because it has no state income tax.
Federal Tax Classification Options
Wyoming corporations can elect C corporation or S corporation status for federal purposes. Your default federal classification depends on entity type: single-member LLCs are disregarded entities (Schedule C), and multi-member LLCs are taxed as partnerships (Form 1065). You can change your election by filing Form 8832 or Form 2553 with the IRS within required timeframes.
Consult a tax professional to determine your federal estimated payment obligations and optimal tax election strategy. The IRS provides detailed guidance on estimated tax requirements at https://www.irs.gov/.
Summary: Total Cost of Wyoming Incorporation
The following table summarizes all costs associated with forming and maintaining a Wyoming corporation for the first three years:
| Cost Category | Year 1 | Year 2 | Year 3 | Notes |
|---|---|---|---|---|
| Formation | ||||
| Articles of Incorporation filing | $100.00 | — | — | One-time fee |
| Annual Compliance | ||||
| Annual report & license tax (minimum) | $60.00 | $60.00 | $60.00 | Due annually by formation anniversary |
| Registered agent service (optional) | $50–$150 | $50–$150 | $50–$150 | Third-party service; DIY option available |
| Federal Taxes | ||||
| Estimated quarterly tax payments | Varies | Varies | Varies | Based on federal tax liability |
| Form 1120 or 1120-S filing | Included | Included | Included | Annual federal return |
| Total State Costs (DIY) | $160.00 | $60.00 | $60.00 | No registered agent service |
| Total State Costs (with agent) | $210–$310 | $110–$210 | $110–$210 | Includes third-party registered agent |
Wyoming's lack of state corporate income tax means your corporation retains all profits without state-level taxation. Your primary ongoing obligation is filing your annual report by the first day of your anniversary month each year. Missing this deadline triggers a 60-day cure period before administrative dissolution, after which reinstatement costs $100.00 plus delinquent fees.
Conclusion
Forming a Wyoming corporation costs $100.00 in initial filing fees, with ongoing annual compliance costs of $120.00 (filing fee plus minimum license tax). If you hire a registered agent, add $50–$150 annually. Wyoming's lack of state corporate income tax, franchise tax, and gross receipts tax makes it one of the most cost-effective jurisdictions for business formation and operation.
Your primary ongoing obligation is filing your annual report by the first day