Sponsored by:
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
www.uscorpworks.com
Phone: (303) 393-8800
Toll Free: (888) 967-5799
Fax: (303) 393-8900
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: No
Corporate: No |
| E File: |
UCC: Yes
Corporate: No |
| Expedited Services: |
UCC: No (standard turnaround time 2-3 days)
Corporate: No |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
Yes; preclearance is free and takes 2-3 days to turnaround. Fax to: (307) 777-5339. |
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| Contact Information for Wyoming SOS |
| Domestic Corporate Dissolution Summary (Wyoming) |
| Domestic Corporation Summary (Wyoming) |
| Foreign Qualification Summary (Wyoming) |
| LLC Foreign Registration (Wyoming) |
| LLC Formation Summary (Wyoming) |
| Recommended Service Company (Wyoming) |
| UCC Filings (Wyoming) |
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Contact Information for Wyoming SOS
Contact Information:
Wyoming Secretary of State
The Capitol Building, Room 110
200 W. 24th Street
Cheyene, Wyoming 82002-0020
E-mail: [email protected]
Phone: (307) 777-7311/7312
Fax: (307) 777-5339
Posted by: dannunciata
Updated: July 21, 2008
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Domestic Corporate Dissolution Summary (Wyoming)
Pursuant to Wyoming Business Corporation Act (Wyo. Stat. § 17-16-14 et seq.) to successfully dissolve a Wyoming corporation files:
Articles of Dissolution by Directors or Initial Director; or
Articles of Dissolution by Shareholders.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or unanimous written consent.
Tax Clearance: No tax clearance required.
Execution and Filing: Signed by officer or incorporator(s). Submit the original and one conformed copy to the WY SOS.
Filing Fee: $50.00 payable to the Wyoming Secretary of State.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
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Domestic Corporation Summary (Wyoming)
Pursuant to Wyoming Business Corporation Act (Wyo. Stat. § 17-16-101 et seq.), a corporation incorporating in Wyoming files Articles of Incorporation with the Wyoming Secretary of State (WY SOS).
Corporate Name: There are no specific requirements for the corporate name.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Wyoming.
Consent of Registered Agent: The registered agent must have a physical address in Wyoming and must provide a written consent to the appointment.
Filing: Submit one executed original and a copy of the articles of incorporation together written consent of registered agent to the WY SOS.
Filing Fee: $100.00 payable to the Wyoming Secretary of State.
Statutory Update:
Effective January 1, 2009, pursuant to Wyoming Registered Office and Agents Act, W. S. 17-28-101, registered agents are required to maintain in its’ own records the following information for any Domestic Wyoming entity it represents:
1. Communications Contact Person (MUST be a natural person) name, business address and telephone number; and,
2. Names and addresses of each entity's directors, officers, limited liability company members/managers, managing partners, trustees or persons serving in a similar capacity. This information must be kept current within 60 days of any change.
For Corporations the officer and director information must be maintained until the corporation files its’ first annual report with the Secretary of State and the communication contact must continue to be maintained with NRAI as changed and current within 60 days of any change.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: January 06, 2009
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Foreign Qualification Summary (Wyoming)
Pursuant to the Wyoming Business Corporation Act (Wyo. Stat. § 17-16-1501 et seq.), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Wyoming Secretary of State (WY SOS).
Name of Corporation: No specific requirements.
Name Conflict: If a corporation name is not available due to a conflict, the corporation may qualify if it files with its qualification a Use of Fictitious Name for together withthe application of authority. Filing fee is $50.00
Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.
Officers and Directors: A list of officers and directors with addresses is required.
Value of WY Property: Application requires an estimate, expressed in dollars, the value of the property of the corporation located and employed in the state of Wyoming.
Filing and Execution: The filing is signed by an officer of the company. Original and one copy is filed together with a written consent of registered agent with the WY SOS.
Filing Fee: $100.00
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: April 30, 2008
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LLC Foreign Registration (Wyoming)
Pursuant to the Wyoming Limited Liability Company Act (Wyo. Stat. § 17-15-135) a foreign LLC may not transact business in Wyoming until it files an Application for Certificate of Authority for a Foreign LLC with the Wyoming Secretary of State (WY SOS).
Name of LLC: Name must contain "limited liability company" "LLC" "L.L.C.", "Limited company" "LC" or "L.C." "ltd. liability company""ltd. liability co." "limited liability co."
Value of WY Property: Application requires an estimate, expressed in dollars, the value of the property of the company located and employed in the state of Wyoming.
Consent of Registered Agent: The registered agent must have a physical address in Wyoming and must provide a written consent to the appointment.
Certificate of Existence: A certificate of good standing or existence issued from the domestic state, not more than 60 days old, must be attached to the application.
Filing and Execution: The application is signed by a manager, member or other authorized person as defined in the operating agreement. Submit original application together with one copy to the WY SOS.
Filing Fee: $100.00 payable to the Wyoming Secretary of State.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: July 10, 2008
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LLC Formation Summary (Wyoming)
Pursuant to the Wyoming Limited Liability Company Act (Wyo. Stat. § 17-15-101 et seq., a limited liability company forming in Wyoming files Articles of Organization with the Wyoming Secretary of State (WY SOS).
LLC Name: The LLC name must contain "limited liability company" "LLC" "L.L.C.", "Limited company" "LC" or "L.C." "ltd. liability company" "ltd. liability co." "limited liability co."
No. of Members: The LLC may have 1 member.
Purpose of Business: Articles must include a brief nature of business.
Note: Please refer to W.S. 17-15-144. To become a flexible limited liability company, the articles must state that the company elects status as a flexible limited liability company pursuant to W.S. 17-15-107(a)(x).
Execution and Filing: Signed by "organizer(s)". Original and one copy is submitted to the WY SOS together with written consent of registered agent.
Filing Fee: $100.00
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: August 27, 2008
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Recommended Service Company (Wyoming)
The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.
So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
Phone: 303.393.8800 / 888.967.5799
Fax: 303.393.8900
Posted by: dannunciata August 30, 2005
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UCC Filings (Wyoming)
UCC Financing Statements are filed in Wyoming with the WY Secretary of State. Fixture filings will be filed at the county level where the mortgage is registered.
Online: UCC filings can be filed online.
Forms: Paper filings can be using National Forms.
Fees:
UCC-1: The fee is $20 for filing. The initial fee of $20 includes $15 for the initial financing statement and $5 for the termination statement. The fee is $35 if there are more than two pages.
Amendment: The fee is $15 for filing an amendment, continuation, assignment or correction statement of one or two pages communicated on paper including faxed. If there are more than two pages, the fee if $30.
Contact Information:
Uniform Commercial Code Division
Wyoming Secretary of State's Office
The Capitol Building; Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Phone: (307) 777-5372
Fax: (307) 777-5988
E-mail: [email protected]
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 21, 2008
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