Are you looking to start a nonprofit corporation in Wyoming, but you’re not entirely familiar with how the formation process works?
Forming a nonprofit organization can have some tricky compliance requirements, and you don’t want to risk making any mistakes during this process. In this guide, we’ll discuss all the relevant details of forming a nonprofit corporation in Wyoming.
To get started, please reference our 11-step guide below or hire a professional online incorporation service to get started.
How to Form a Wyoming Nonprofit Corporation (in 11 Steps)
1) Name Your Nonprofit
The first step for forming a nonprofit organization in any state is to come up with a strong name for it. Remember that the name of your nonprofit is often your best opportunity to make a good first impression with people, and you should clearly describe your organization’s mission in your name.
Before you become too attached to one name idea, you should run a Business Filing Search on the Wyoming Secretary of State website. This will tell you if someone else is already using your desired name, or if it’s available for your nonprofit to use.
Get Your Nonprofit URL
To solidify your brand and to fully lean into your nonprofit name, register the URL. Through GoDaddy you can easily register it and build a professional website so that nobody else can use or claim it.
2) Designate an Incorporator and an Initial Board of Directors
The incorporator is the person who is responsible for preparing, signing, and filing your nonprofit’s Articles of Incorporation. This document is the form that officially creates your organization with the state of Wyoming.
At this time, you should also choose your initial board of directors.
In Wyoming, you are required to have at least three people on your initial board.
3) Designate a Registered Agent
Wyoming nonprofit corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation.
Who Can Be My Registered Agent? A registered agent must have a physical address within the state of Wyoming where mail and legal notices can be served during regular business hours. You can hire a service to act as your registered agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The Wyoming Secretary of State says that,
All business entities filed in Wyoming shall have and continuously maintain in this state a registered agent to accept service of process. Failure to maintain a registered agent results in the dissolution or revocation of the business entity…The registered agent may be an individual resident in Wyoming or a business entity (foreign or domestic) authorized to transact business in Wyoming. The registered agent must have a physical address in Wyoming.”
We recommend hiring a professional registered agent service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or corporate or personal address off the public record.
4) File the Articles of Incorporation
The official document required to form your nonprofit corporation with the state of Wyoming is the Articles of Incorporation.
This three-page document includes all of the vital information describing the organizational structure of your nonprofit, including the following information:
- Name of your nonprofit corporation
- Type of corporation: mutual benefit, public benefit, or religious
- Name and physical address of your registered agent
- Mailing address of your nonprofit
- Principal office address
- Whether or not your corporation will have members
- How your assets would be distributed in the event of your dissolution
- Type of business your corporation will conduct
- Name, address, and signature of each incorporator
- Contact information for the person who can answer any questions about your filing
- Consent to appointment from your registered agent, including a signature
Once you’ve finished filling out this form, you’ll need to write a check for $25 and mail it along with your Articles of Incorporation to the following address:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
The Wyoming Secretary of State typically processes nonprofit corporation formations within 3-5 business days of receiving your articles. This processing time assumes that all of your information has been filed correctly.
5) Acquire an EIN
According to the IRS, every nonprofit corporation should obtain a federal tax ID number, otherwise known as an employer identification number (EIN).
The EIN enables your nonprofit to hire employees, open business bank accounts, and file for 501(c)(3) tax exempt status. The process to acquire an EIN is quite simple, and includes the preparation and filing of one simple form. Obtaining an EIN is also free.
6) Establish Bylaws and a Conflict of Interest Policy
Think of the bylaws as a governing document for how your nonprofit corporation will be operated. Bylaws outline procedures for things like holding meetings, outlining your membership structure, defining your corporate purpose, describing the responsibilities of your board of directors, and other important details.
A conflict of interest arises when a contributor to your nonprofit has personal interests that compete with those of your corporation.
The conflict of interest policy protects your nonprofit in these situations. It includes a duty to disclose clause that says anyone involved with your nonprofit must disclose any financial interests and material facts to your directors. It also outlines procedures for addressing conflicts of interest if they ever arise.
7) Hold an Initial Meeting and Establish Your Corporate Record
At this point, you’re ready to hold an initial organizational meeting with your board of directors. At this important meeting, you need to elect directors and officers, approve the bylaws and conflict of interest policy, and adopt resolutions.
As with any meeting of your nonprofit corporation, you should take detailed notes of everything that takes place. This documentation can then become part of your corporate record, which is a permanent written record of all important organizational decisions.
8) File for Wyoming Tax Exemption
In Wyoming, the process of tax exemption is fairly simple in comparison to other states. First, Wyoming does not have a corporate income tax, so you won’t need to worry about that step. Ordinarily, to get an exemption from corporate taxes, you’d need to get a federal exemption.
We still recommend you get this status by applying with the IRS. Getting the IRS exemption will permit you to receive an exemption from the state sales taxes, too. To get this exemption, you’ll simply need to send a copy of your letter of exemption from the IRS to the state along with an application for a certificate of exemption. For more information on this important step, the Wyoming Department of Revenue can help.
9) Register for Charitable Fundraising
In Wyoming, most nonprofit corporations are not required to register with the state in order to receive and solicit charitable contributions. However, your local municipality or county may require you to register prior to raising funds. Once you’ve fulfilled any local requirements, you’ll be ready to raise funds for your cause.
10) Obtain Business Licenses and Permits
While Wyoming does not have a general business license that applies to all companies operating in the state, there are hundreds of industry-specific permits and licenses that you may need to acquire for your organization.
For one, Wyoming upholds the licensing requirements of any federally-regulated industries. Check here to determine if your business must be licensed by a federal agency.
You’ll also want to take a look at the state’s guide to permitting and licensing to determine if any of the licenses will apply to your nonprofit corporation.
Your city or county may also require general business licenses. Here some of the largest cities in Wyoming which require local licenses:
11) Acquire Insurance
Every business with employees located in the state of Wyoming is required by law to obtain two different kinds of insurance policies: workers’ compensation and unemployment insurance.
You can learn more about these insurance types and how they apply to Wyoming businesses by visiting the Wyoming Department of Workforce Services’ workers’ compensation and/or unemployment insurance pages. No matter what line of business your nonprofit is in, you need these policies.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
Where Can I Find Help for My Wyoming Nonprofit?
The process of forming and maintaining nonprofit corporations can be tricky, no matter which state you’re located. Fortunately, there are great resources in Wyoming to help you out in case you get stuck.
As for the state of Wyoming, if you require assistance, you can always turn to the Wyoming Nonprofit Network. In their own words, the WNN “represents the collective voice of the Wyoming charitable nonprofit sector and brings best practices, resources and support to the nonprofit community.” The network does require membership, but joining grants you several advantages, including access to nonprofit symposiums, software, and more, so joining will be worth your while.
In addition, if you would rather hire a service to incorporate your nonprofit for you, that’s an option as well. There are plenty of services that can handle much of the formation process, leaving you more time to focus on the actual operation of your nonprofit corporation.
These service providers (like Northwest Registered Agent) also offer valuable and convenient bonus features, like the inclusion of a full year of registered agent service with the purchase of a nonprofit formation package. They can save you a considerable amount of hassle, and all without costing an arm and a leg.
As you can see, there are quite a few crucial steps that you’ll need to take if you want to form a compliant nonprofit corporation in the state of Wyoming. However, it’s important to remember that if you need help at any time, it is available to you ― you don’t need to DIY the entire process.
We hope this guide helped you understand the details of the Wyoming nonprofit corporation process, and we wish you the best of luck with your new charitable organization!