How to Start a nonprofit corporation in Wyoming

Now that you have decided to start a nonprofit, you need to determine the charitable mission and purpose for the business. In order to comply with IRS regulations, it's important that your business is organized for an exempt purpose. Your business may not engage in political activities and must not overcompensate its members.

The next step is to decide on a name for your business. For nonprofits, it's important that you choose a name that clearly represents the mission of your organization. Be sure that the name you choose is easy to pronounce and memorable. Once you've decided on a name for your business, you should conduct a quick trademark search.

This can help you find out if the name you want has already been taken and reduce the possibility of rejection. It's also best come up with one or two alternatives, in case the name you want to register is not available in Wyoming.

There are a few rules that Wyoming Corporations must follow in order to register a name.

1. The name you choose must be unique and not "confusingly similar" to the name of any other Wyoming business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in Wyoming by searching the Wyoming Secretary of State's name search tool Opens in a new window for possible conflicts. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected.

   In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings.

2. In Wyoming, if a company name starts with the letter "A" (i.e. A Red Wagon LLC), the LLC must be filed using paper applications. This will allow the Wyoming Secretary of State to manually review the business entity. Why is this necessary? The Wyoming Secretary of State states that the manual reviews are necessary due to the complexity of name availability requirements for entities that begin with the letter "A."

Most states require that you designate a registered agent for your business, and Wyoming is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

In the state of Wyoming, it is required that all business entities filed in the state maintain a registered agent (PDF)(104 KB). This registered agent may be anyone you wish, as long as they have a physical address and reside in Wyoming. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

Why designate a third party to act as my registered agent?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

The state of Wyoming requires you to file Articles of Incorporation (PDF)(353 KB)Opens in a new window to form a corporation. Articles of Incorporation require one originally signed Articles of Incorporation and one originally signed Consent to Appointment by the registered agent before submitting the form. A filing fee of $25 is also required when submitting the Articles of Incorporation. Make check or money order payable to the Wyoming Secretary of State.

What information should be included in the Articles of Incorporation?

The Articles of Incorporation includes basic information about the Wyoming nonprofit corporation such as:

• Name of the corporation
• Check mark box if the corporation serves a religious purpose, public benefit, or mutual benefit
• Name and physical address of the registered agent
• Mailing address of the Wyoming nonprofit corporation
• Principal office address
• If the nonprofit corporation will or won't have members
• Provisions regarding the distribution of assets upon dissolution
• Type of business the nonprofit corporation will conduct
• Name and address of each incorporator
• Signature of the incorporators, date, print name, contact person, daytime phone number, and email address

Bylaws are the detailed set of rules agreed upon and adopted by the board of directors of the nonprofit. Think of these as an instruction manual to run the business. They include rules and procedures related to meetings you will hold, and notes on the ways you will elect officers and directors of the business.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws package. Inside our package you will find internal documents required to fulfill your corporate formalities and properly operate your business after it has been incorporated.

The first board meeting for your business is often referred to as the organizational meeting of the board. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers.

This meeting and all future meetings of the board of directors must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are kept with the corporate records.

Corporate minutes are required for all Wyoming nonprofit corporations by law. Falling behind on this critical task can cause your business to fall out of good standing, and even jeopardize its tax-exempt status. It is important to maintain a corporate minute book. Inside you may keep originals or copies of all the signed and approved minutes or Actions by Unanimous Consent from any special or annual meetings of the corporation's shareholders and directors.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. Like an SSN, an EIN allows you to:

• Open business checking, savings, or investment accounts
• File taxes for the business
• Complete payroll for employees if applicable
• Obtain lines of credit and credit cards, and build credit for your business
• Apply for applicable business licenses when required
• File for tax exempt status

You will only need a few pieces of information to file, including your mailing address and legal business name. You can apply online Opens in a new window with the IRS by downloading IRS IRS Form SS-4 (PDF)(116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.

Your nonprofit corporation is not automatically tax exempt. In order to become tax exempt, you will need to take certain steps to obtain this status. First, you will need to file for exempt status with the Internal Revenue Service using either Form 1023 (PDF)(866 KB) Opens in a new window or Form 1024 (PDF)(360 KB), depending on the classification of your organization.

In some cases, you may be eligible to file Form 1023-EZ Opens in a new window, a streamlined version of the application for recognition of tax exemption. You can avoid a $25 fee if you file for federal tax exemption before filing with the state.

Once your filing with the IRS is complete, they will send you a Determination Letter that officially recognizes your nonprofit's tax exempt status. To gain the same exemptions at the state level, fill out Form CT-247 (PDF)(191 KB): Application for Exemption from Corporation Franchise Taxes by a Not-for-Profit Organization with the New York State Department of Taxation and Finance. There is no fee for this form.

You can learn more about the process directly from Publication 557 from the IRS (PDF)(2.1 MB).

It is advised that your nonprofit corporation checks in with the Wyoming Secretary of State for this section. The state of Wyoming provides a 19-page document called the "Guide to Starting a Charitable Nonprofit in Wyoming (PDF)(703 KB)" that further details if your nonprofit corporation needs a solicitation permit and the charitable solicitation laws set throughout the United States.

In the event that you need a bit of help, you may also turn to MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.