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Wyoming Corporation Information

This information is presented for educational purposes only. We suggest you talk to your attorney or accountant to see if this information would be beneficial to you and your business needs

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ADVANTAGES OF OPERATING IN WYOMING

These are some of the advantages of an entity in Wyoming
• No State Income Taxes
• No information collected to be shared with IRS
• Privacy allowed
• Shareholders are not listed with the state
• Best Asset Protection Laws
• Nominee officers are legal
• Citizenship not required
• State tax not being considered
• Wyoming draws little attention
• No Nevada "Stigma"
• Lower Startup Costs

Lower Cost
Wyoming state fees are 50% less than Nevada's.  And that's not including the "hidden" officer filing fees that you learn about only after you start your company there.  Nevada will hit you with a $125 fee 30 days after you start your company!   Wyoming does charge an officer filing fee, 12 months after you start your company.  The cost?  $50 and that's the second years total state fee!   Oh, and no state business license is required in Wyoming either.  Just another "little" $100 per year hidden fee that they don't like to talk about in Nevada. 
• NEW 2007 study shows Wyoming to be the most business-friendly, lowest tax state, of all 50 states!
According to the new 2007 edition of the Tax Foundation's State Business Tax Climate Index, "Wyoming has the most business-friendly tax system of any state." 

Asset Protection
A Wyoming corporation or LLC offers its officers and directors a high degree of protection from lawsuits filed by disgruntled creditors or over zealous plaintiff attorneys. Doing business as a Wyoming Corporation can give you asset protection and business privacy.  There is much information on this web site which outlines the benefits of  using various types of structures. The first LLC statutes in the United States were instituted in Wyoming in 1977.  Since Wyoming has had limited liability companies available longer than any other state and has strong laws protecting members and managers of an LLC, we feel it is the state of choice for establishing LLC's.

Privacy
Wyoming allows Nominee Officers and Lifetime Proxies.  Attorneys and Accountants are often asked to provide an anonymous "company cover" for their clients. To do this you need to appoint nominee officers and/or directors for the company. We can arrange this for you. See this section for the advantages of Lifetime Proxies, Nevada does not have them. As of June 1, 2005 Nevada requires the Social Security number, date of birth, resident addresses, and telephone numbers of all shareholders, partners, officers, managers and members of all companies formed in the state.  See the Nevada Business Registration form that you would have to fill out here.

Freedom
You can operate your Corporation and live anywhere in the world and you do not have to be a US citizen to incorporate in Wyoming.  But in order to give substance to your operation you should know about our Office Service Contract and learn how use of this inexpensive option will give "presence" to your remote corporate operations.  And if are not a US Citizen we have a whole section for you to read here.

No State Taxes
There are no State taxes in Wyoming on corporations.  If you choose to incorporate in Wyoming your company may not pay State taxes at all. Stop for a minute and think what you paid last year in your States income tax. If you are comparing Nevada and Wyoming, keep in mind that the Nevada State Legislature is being lobbied hard to install a corporate income tax.  Don't gamble that this will not happen.  Wyoming never has and never will have a state income tax on corporations. It is one of the only states with a budget surplus!

Easy to Move 
Wyoming has made it easy to move your existing corporation to Wyoming.  Something you can not do in Nevada.  That service is detailed here.

Special Easy to Use Wyoming LLC and Corporate Structures
Wyoming has Close Corporations.  These are special companies authorized by the Wyoming Legislature for small business owners.  Less paperwork is required to keep them going.  Few states have them.

The Wyoming Advantage
Unlike many states, Wyoming doesn’t have:
• Personal income tax
• Corporate income tax
• Inventory tax
• Gross receipts tax
• Franchise tax
• Burdensome regulations
• Disclosure of shareholders
• Business or "per-capita" tax
• Excise tax
• Sales, property and inheritance taxes are among the lowest in America

Consider these Advantages
• Unlimited ability to issue stock—Most states set a limit on the number of shares that you are authorized to issue; Not so in Wyoming! You may issue as many shares as you wish (without any additional costs or fees) by simply making the proper entries in your Articles of Incorporation. (We will take care of all that for you.) Unlimited shares may be of paramount importance to you in particular, if you ever contemplate taking your company public.
• You can be everything in Wyoming—Some states require that you have more than one person to serve as the various officers and directors of your corporation. Again, not so in Wyoming! One person can fill all of the required corporate positions giving you the ultimate in flexibility and control.
• Enjoy anonymity and privacy in Wyoming—The more information about you that appears in the public record the easier it is for you to become a target. Wyoming has no requirement for the names of shareholders to be filed with the state. It asks only for a simple "Annual Report" which requires disclosure of only those assets located within the state of Wyoming and the name of one person, usually the one who submits the report.
• Restrictions and corporate formalities are at an absolute minimum in Wyoming—If you would like less "red tape", bureaucracy and restrictions in your business life Wyoming is the place for you!
• Low annual fees—The annual fees in Wyoming are based solely on the value of corporate assets located within the state. The minimum is $50 and a million dollars worth of assets within the state of Wyoming would cost you only $200. That’s right, $200 in fees for every million dollars worth of assets that you keep within the state of Wyoming and no fees for assets outside of the state.
• As an officer or director you cannot be held responsible for the debts of the corporation—Wyoming law is quite strong in this respect and holds generally that as long as you did not intentionally break the law you are protected from claims against the corporation.
• No minimum capitalization is required in Wyoming—You can fund your corporation with one dollar, with a million dollars or the amount of your choice. And, while there are sound business reasons of avoiding "under capitalization" the point is that the choice is yours and you enjoy the ultimate in flexibility.
• Your directors and/or shareholders meetings may be held anywhere in the world—You are not required to hold meetings in Wyoming; indeed you need never set foot within the state. Wyoming is rich in history and breathtaking scenery but if your tastes run more to the Bahamas, Hawaii or, for that matter, the French Riviera the choice is yours.
• Stock in your Wyoming corporation may be issued in exchange for "anything of value"—You may use cash of course but also property, services or any valuable consideration at the total discretion of the board of directors which you’ll remember can be one person (you?).
• Maximum anonymity can be yours—Make no mistake; we’re not suggesting that you need to be "secretive" and certainly not that you do anything improper. Nevertheless, in today’s overly litigious society it is a fact of business and personal life that the only thing necessary to involve you in a lawsuit is the perception by someone else that you have assets…you’ve heard it called the "deep pocket theory." Many business people have found it advantageous to maintain financial privacy simply to avoid looking like a good litigation "target." In Wyoming you may use "nominee officers/directors" meaning that anyone you designate can appear on the public record in your stead offering you valuable financial privacy. Furthermore, you may also be interested in using nominee or "third party" shareholders who can be the owners of record of the stock which you control. Ask us how to explain the endless possibilities for privacy using the foregoing two strategies.
• Lifetime proxy—John D. Rockefeller was the first individual to acquire a personal net worth of one billion dollars. When asked late in life how he accomplished such a feat he is reported to have shared with a young interviewer that his simple secret was to "own nothing and control everything." That is indeed wonderful advice for a host of reasons (consider, no one can take from you that which you do not own) but it is sometimes more easily said than done. By allowing another person or entity to own shares you can use proxies to maintain complete control. The problem is that most state laws require proxies to expire and be subsequently renewed every six or seven years. If the "legal owner" declined to renew your proxy you could be literally be left with nothing and no recourse. That is hardly a scenario that makes us feel secure nor is it one that we would recommend to you. However realize that Wyoming allows for lifetime proxies thereby protecting you from any such problem arising.
• If you already have a corporation —Once again Wyoming offers unparalleled flexibility. By filing a few simple forms (we will handle it for you start to finish) your existing corporation can become a bona fide Wyoming Corporation. Wait; it gets even better! Your existing corporation can retain its original incorporation date after becoming a Wyoming corporation. Anyone examining the Wyoming public record will see a corporation dating back as far as your current corporation does. You can promptly become a Wyoming Corporation without losing the many benefits of the longevity and continuity of operation.

EXPLODING THE DELAWARE MYTH

Incorporation Capital of America
More than 60% of Fortune 500 companies are incorporated in Delaware. If you own a Fortune 500 company then by all means you should strongly consider incorporating in Delaware. However, if you are a small or medium sized business that is more concerned with tax benefits, flexibility, privacy and a minimum of bureaucracy and "red tape" then Wyoming is the clear choice.
• Delaware has an excellent body of corporate case law spanning 110 years regarding such matters as management/shareholder issues and mergers/acquisitions. That’s precisely why the Fortune 500 are drawn to the state of Delaware.
• Delaware laws tend to be "pro-management" when it comes to minority shareholder disputes. Huge public companies have literally hundreds of such disputes pending in the courts on any given day. So if you are managing a Fortune 500 company, Delaware’s case law offers many insights into what you can and cannot do, and what the likely consequences may be.
• Delaware has corporate income tax, personal income tax, a state franchise tax, reporting requirements and regulations compelling disclosure of substantial amounts of information resulting in far less privacy for you.

Small Business Recommendations
It is always surprising how many otherwise knowledgeable professionals advise their small business/entrepreneur clients to incorporate in Delaware. Well intentioned though it may be; it is not sound advice. If you are a small business and have incorporated in Delaware--it's not to late! You can easily and quickly move your corporation to Wyoming while preserving the original incorporation date and history.

LOOKING AT NEVADA

Consider the following comparisons usually given as to why you should incorporate in Nevada, and what they might mean to you and your small business.

1. Nevada does not share information with the IRS.
Wyoming Answer: Nevada makes the IRS mad. Wyoming does share information with the IRS, but only  the information given by companies with real assets inside the state. So you have the best of both worlds, the IRS is not targeting you because you are in a non friendly state (like they may in Nevada), and yet there is no information that is shared because most businesses do not have real assets inside the state of Wyoming.
2. Nevada allows bearer shares.
Wyoming Answer: Nevada's law does not say anything about bearer shares, but that law is being changed in 2007 to disallow bearer shares.  If you think you need bearer shares, consider the disadvantages of bearer shares.
3. Nevada has privacy.
Wyoming Answer: Go to the Secretary of State of Nevada's web site and type in a person's last name and/or first name.  You will see a list of all companies that person is a part of in Nevada.  Go to the Secretary of State of Wyoming's web site and you will find that the only way to search on a company is by company name.  You can not search using a person's name.
4. No taxes in Nevada.
Wyoming Answer: No state income taxes on people or companies in Wyoming either and Wyoming is not considering any, Nevada has.
5. Consider the following side-by-side comparisons:
• No state corporate income tax: Wyoming & Nevada
• No tax on corporate shares: Wyoming, Nevada & Delaware
• No franchise tax: Wyoming & Nevada
• Minimal annual fees: Wyoming
• One-person corporation is allowed: Wyoming, Nevada & Delaware
• Stockholders are not revealed to the State: Wyoming, Nevada & Delaware
• No annual report is required until the anniversary of the incorporation date: Wyoming
• Unlimited stock is allowed, of any par value: Wyoming & Delaware
• Bearer stock can be used: Wyoming & Nevada
• Nominee shareholders are allowed: Wyoming & Nevada
• Share certificates are not required: Wyoming
• Minimal initial filing fees: Wyoming
• No minimum capital requirements: Wyoming, Nevada & Delaware
• Meetings may be held anywhere: Wyoming, Nevada & Delaware
• Officers, directors, employees and agents are statutorily indemnified: Wyoming and Nevada
• Continuance procedure (allows the State to adopt a corporation formed in another State): Wyoming
• Doesn't collect corporate income tax information to share with the IRS: Wyoming & Nevada

Why Wyoming?
As you can see from the above list, Wyoming has advantages that Nevada does not have.  
Also, with the changes that Nevada has made to their laws, in 2003 and in 2005, Wyoming has become the best state in the nation to incorporate in.
If you are comparing price, Wyoming is about 35% less to incorporate in than Nevada. Another thing that they will not tell you about Nevada.  The state is running a deficit and the Nevada State Legislature has been trying to pass a corporate income tax and it came within a few votes of passing a tax last year.  It is thought that they will pass some sort of business tax this year.  Wyoming is not considering any business income tax and does not need to. Wyoming has a budget surplus in 2007 of 2 years!  Don't gamble on Nevada passing a law that could cost you taxes after you incorporate there.


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