How to Form a Wyoming Nonprofit Corporation

Most nonprofits are 501(c)(3) organizations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Wyoming nonprofit corporation. Then you apply for tax-exempt status from the IRS and the state of Wyoming. Here are the details.

Form Your Wyoming Nonprofit Corporation

To form a nonprofit in Wyoming, first you need to form a nonprofit corporation under Wyoming state law (Wyoming Statutes 17-19-120 through 17-19-202 "WS").

1. Choose the initial directors for your corporation

In Wyoming, you must have one or more directors on your board.

2. Choose a name for your Wyoming nonprofit corporation

The name of your nonprofit corporation cannot be the same as or deceptively similar to any business name on record with the Secretary of State or any trademark or service mark registered in the state. To see if your proposed name is available, you can check the Filing Search database on the Secretary of State's website. You can reserve a name which will prevent another nonprofit or business from registering the name while you prepare and file your articles. See WS §17-19-401 for more information on name restrictions for nonprofits.

3. Prepare and file your nonprofit articles of incorporation

You create your nonprofit entity by filing articles of incorporation for a nonprofit with the Wyoming Secretary of State and paying the $25 filing fee (as of July 2020). Your articles of incorporation must include basic information such as:

• your nonprofit's corporate name
• a statement that the nonprofit is a public benefit corporation, religious corporation, or mutual benefit corporation
• the street address of the initial registered office and the name of the initial registered agent at that office
• the name and address of each incorporator
• whether or not the corporation will have members; and
• provisions regarding the distribution of assets on dissolution.

The Wyoming Secretary of State has a nonprofit articles of incorporation form on its website which you can use to create your nonprofit corporation. Complete and file your articles following the instructions provided. There is no online filing available; you must mail in your completed articles as instructed.

The articles form on the Secretary of State's website has the minimal information necessary to create a nonprofit in Wyoming. It does not include language required by the IRS to obtain 501(c)(3) federal tax-exempt status. To receive tax-exempt status from the IRS, you'll need to have additional specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your non-profit will not engage in prohibited political or legislative activity, and
• a dissolution of assets provision dedicating your assets to another 501(c)(3) organization upon dissolution.

For more information on IRS requirements for tax exemption, including sample language, see IRS Publication 557, Tax-Exempt Status for Your Organization, available on the IRS website. Make sure you include the tax-exempt language required by the IRS in the articles you create.

4. Prepare bylaws for your Wyoming nonprofit corporation

Before you file your articles of incorporation, you'll need to have bylaws that comply with Wyoming law. Your bylaws contain the rules and procedures your corporation will follow for holding meetings, electing officers and directors, and taking care of other corporate formalities required in Wyoming. Your bylaws do not need to be filed with the state -- they are your internal operating manual.

5. Hold a meeting of your board of directors

Your first board meeting is usually referred to as the organizational meeting of the board. The board should take such actions as:

• electing directors (if not named in the articles)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial transactions of the corporation, such as the opening of a corporate bank account.

After the meeting is completed, be sure to create minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as articles of incorporation, bylaws, and minutes of meetings. For more information, as well as minutes forms, consent forms, and other resolutions, see Nonprofit Meetings, Minutes & Records, by Anthony Mancuso (Nolo).

6. Apply for an Employer Identification Number (EIN)

An EIN is a unique tax identification number for your nonprofit, which you will provide on the nonprofit's state and federal tax returns, bank account, and other government filings. You must have an EIN before you can submit your tax exemption applications. You can submit a free application online via the IRS website.

7. Obtain business licenses and file the annual report

Wyoming does not require nonprofits to obtain statewide business licenses. However, your town or county might require your organization to have a permit. Check with your local licensing agency to determine the requirements for your organization.

You must file an annual report with the Secretary of State by the first day of the anniversary month of when you formed your nonprofit. For example, if your initial filing date was August 13, your annual report will be due every year by August 1. In your report, you will confirm or update basic information about your organization, such as the nonprofit's address and registered agent. If you fail to file, the state may dissolve your nonprofit 60 days after the deadline.

Obtain Your Federal and State Tax Exemptions

Now that you have created your nonprofit corporation, you can obtain your federal and Wyoming state tax exemptions. Here are the steps you must take to obtain your tax-exempt status:

1. File your Form 1023 federal tax exemption application

To obtain federal tax-exempt status from the IRS, you will need to complete and file IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for lots of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more. For line-by-line instructions on how to complete the Form 1023, see How to Form a Nonprofit Corporation, by Anthony Mancuso (Nolo).

Smaller nonprofits may be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This is a much simpler, shorter form that is filed online. Only smaller nonprofits--those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000--are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

2. Obtain your Wyoming state tax exemptions

Wyoming does not have a corporate income tax so you will not be subject to any state income tax. Check with the Wyoming Department of Revenue to find out whether you qualify for sales and use state tax exemptions.

3. Other state reporting and registration requirements

Wyoming does not require nonprofits to register with the state before soliciting contributions from state residents. You may have to register your nonprofit in other states before you engage in any out-of-state solicitations.