How to Form a Wyoming Nonprofit Corporation in 2023

What is a Nonprofit Corporation?

A nonprofit and for-profit corporation both have similar “nuts and bolts,” so to speak. Both businesses have a board of directors, CEOs, bylaws, annual board meetings, and the like.

But what makes a nonprofit stand out is its purpose. A business corporation typically organizes for financial gain; a nonprofit exists not to make money but to further a cause or reach a goal. Additionally, a business corporation gains investors by offering stock, which has the incentive of dividends and financial gain. Nonprofit corporations solicit contributions that don’t generate any income for those investors.

Well-known nonprofits include groups like Doctors Without Borders, Alcoholics Anonymous, and even your local YMCA.

It’s important not to confuse “nonprofit” with “no income.” Most nonprofits generate income from donations or day-to-day services. The distinction is that nonprofits use 100% of their income to pay expenses and reinvest in their cause. For example, the YMCA uses member dues and community donations for exercise programs, youth sport development, and maintaining their equipment and facilities. They also pay their employees.

Because of this, nonprofit corporations may apply for and receive a tax-exempt status (typically a 501(c)(3) designation), eliminating the corporation’s responsibility for income taxes at the federal and state levels.

Should you form one?

Before you dive into the rest of this guide, you should do a little soul-searching: should you even form a nonprofit in Wyoming? The goal is a noble one, but it certainly isn’t for everyone. And some concepts simply aren’t right for the nonprofit sector.

Here are some questions to ask:

• Will I be able to convince others to buy into this cause? How hard will it be to attract donors?
• Are there other existing nonprofits with the same goal?
  • If so, do they operate in Wyoming? Nationwide? Should I form a local chapter of their nonprofit instead?
  • Can I further this cause better or differently than they are?
• Can I hire employees for this cause, or will I rely on volunteers? How will I successfully recruit their help?

If you find yourself stumped by any of those questions, you may want to step back and get some help…or simply do some more thinking before diving in. But if you have answers to most of those questions, then you’re well on your way to starting a Wyoming nonprofit organization.

Starting a Wyoming Nonprofit: Step by Step

Technically, the process for creating a Wyoming nonprofit entity is pretty simple. It’s really just a matter of picking a few people and filing some paperwork (it’s the requirements immediately after forming the nonprofit that get complicated).

1. Pick & Claim a Name

Choosing a name is one of the most crucial decisions for starting your business. You want to pick a name that’s memorable, likable, and most importantly, compliant with Wyoming state law.

• Wyoming has pretty simple laws for nonprofit names:
• Your name cannot include language that implies your nonprofit operates in areas prohibited by law or by the Articles of Incorporation
• Your name cannot be “the same as, or deceptively similar to” the name of another entity in Wyoming (regardless of business type, foreign vs. domestic, etc)

If you want more information on Wyoming nonprofit names, check out the Name Section of Wyoming’s Nonprofit Corporation Act.

As a result, you have a lot of leeway to pick a name that will resonate with your target audience, potential donors, and of course, with you. The ideal Wyoming nonprofit name describes what the organization does, sounds good when said out loud, and just “sticks” in the minds of people who see it.

Whenever you pick a potential name, you should check whether it’s available with a Business Entity Search. Typically, if no exact matches show up, your name is available to use. This seems like a very basic step, but it’s crucial to streamlining your filings.

Once you nail down an available name that you like, you can reserve it using the Nonprofit Corporation Application for Reservation of Corporate Name form. This optional form costs $25 to submit, but once it’s approved, your name will be protected for 120 days. That gives you plenty of time to prepare other business documents without losing your name to another business or nonprofit.

You can learn more through our guide on how to reserve a Wyoming business name.

2. Assemble your initial board

A nonprofit corporation is only as impactful as the people leading it. That’s why your initial board of directors is extremely important; you’ll want to pick a team of people that are just as passionate about your cause as you are.

More importantly, it’s helpful to choose a group with complementary strengths. For example, a medical outreach group might have a board of directors with three doctors, a nurse, a financial expert, a creative visionary, and a lawyer. The right board of directors will help your nonprofit thrive.

Wyoming doesn’t have a bunch of rules about who can serve on the board. The only explicit requirement is that your board must have at least three directors. As long as you have the minimum three directors, your nonprofit can set out how many extra directors you’ll have (and their qualifications) in your company bylaws. You can also dictate how each director is appointed, how long they’ll serve, how they’ll resign, and how you’ll replace them.

3. Appoint a registered agent

Every Wyoming entity—nonprofits, corporations, and LLCs alike—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. The agent forwards that notice to you.

Wyoming has pretty lenient criteria for a nonprofit’s registered agent, as found in The Registered Office and Registered Agent Chapter of the Wyoming Code:

• Every entity that files with the Secretary of State (both domestic and foreign) must appoint a registered agent
• A registered agent may be:
• An individual resident of the state that is 18 years of age or older
  • A business entity with authority to operate in the state
  • A business entity or individual that serves 10+ entities and has registered as a commercial registered agent
• An agent must be continuously maintained

So you might ask, “Can I serve as my nonprofit’s registered agent?” Technically, you can. But we don’t recommend it. That puts your personal details (and often private details like your address and primary email) on the public record. You’ll also be busy running your nonprofit and pursuing your goals; you won’t want to tie yourself down to a registered address (especially for a tedious thing like service of process). We recommend consulting an individual you trust.

Or, if you prefer, you can hire a registered agent service instead. For a small annual fee, these services will act as your agent. That frees you up to focus on running your nonprofit.

4. File your Articles of Incorporation

Up until now, your nonprofit has just been an idea; it’s not recognized by the state government. Technically, businesses don’t “exist” until they file the appropriate paperwork. For Wyoming nonprofits, that means filing the Articles of Incorporation.

This two-page document (plus a one-page Registered Agent Consent form) requires some foundational information about your nonprofit. Here’s the data you’ll need to have on hand:

• Your nonprofit’s name
• Whether your nonprofit is a religious, mutual benefit, or public benefit entity
• Name and address of your registered agent
• Mailing address of the nonprofit
• Principal office address
• Whether your nonprofit will have board-elected members or a standard board
• Provisions for how your assets will be distributed if the nonprofit dissolves
• The type of activities you’ll conduct
• Name and address of each incorporator
• Signature of each incorporator
• A completed and signed copy of the Consent to Appointment form

All told, this form is pretty simple, and if you’ve made it this far, you probably already have all of this information on hand. Just be sure to have your agent complete the Consent to Appointment form, and you’ll be set to go.

If you prefer, you can file this form online. But no matter how you file, you’ll need to pay the $25 filing fee.

Processing speed: up to 15 business days for mail-order filings, 3-5 for most online filings

Expedited processing: not available in this state

Congratulations! Your nonprofit is now a recognized entity in Wyoming!

Prepare for & Hold Your First Board Meeting

After your Articles of Incorporation form is complete, it’s time to truly get your nonprofit’s activities underway. And that means it’s time for the first board meeting.

No two board meetings will look exactly the same; after all, every nonprofit has different tasks to accomplish. Wyoming does require that you meet at least once every year (you can dictate more meetings in your bylaws, if desired).

And at each meeting, your president and CFO should report on the recent accomplishments and financial standing of the nonprofit. For more information on your regular (and special) board meetings, please consult the Meetings & Voting article of the Wyoming Nonprofit Corporation Act.

Your very first board meeting, however, will look a bit different. Here’s what you’ll need to accomplish:

• Draft and approve the nonprofit’s bylaws: The bylaws dictate exactly how your nonprofit will be run. This includes a detailed rundown of your corporate purpose, how your board will be selected and replaced, how you’ll raise funds, how you’ll hire employees or solicit volunteers, and much more (including a provision for how to amend the bylaws). To save time, you may choose to write a draft before the meeting and revise it when your full board is present. The important thing is that the board approves the final bylaws, making them the governing document for your nonprofit.
• Draft and approve a conflict of interest policy: Occasionally, one of your nonprofit’s contributors will have personal affairs that intersect with the activities of your nonprofit. A conflict of interest policy dictates exactly what happens in those situations, protecting both the nonprofit and the individual contributor.
• Appoint someone to take minutes at each meeting: Every Wyoming nonprofit corporation must establish and maintain a corporate record. That’s why every board should appoint someone to take minutes, or a summary of every board meeting, documenting what was said and what decisions were made.
• Finalize responsibilities for each board member: If one board member will be responsible for fundraising while another raises awareness for the cause, you should assign those roles at the initial board meeting.
• Appoint officers for the nonprofit (if needed): Some corporations choose to have their officers, such as the CEO or CFO, be members of the board. Others appoint non-board members to fill these roles, creating a division between the governance and day-to-day operations. Either choice is fine, but these vital roles should be filled.

This initial meeting will be a very full, technical day (or even series of days!), but nailing down these aspects will help you establish a nonprofit that’s compliant with Wyoming state law and efficiently run.

Take Care of Taxes

Taxes as a nonprofit are a tricky beast; frankly, we recommend getting advice from a tax lawyer, accountant, or similar consultant to make sure you cover all your bases! But let’s take a quick look at the basics for nonprofit taxes.

First, apply for tax-exempt status on the federal level

If you don’t file for tax-exempt status, you’ll technically be liable for corporate income taxes. And that’s the last thing a non-profit wants. That’s why you’ll need to start out by filing Form 1023 or Form 1024, which are the applications for charitable, religious, or educational groups and other nonprofits respectively. After that application is completed, you’ll play the waiting game. The IRS can take up to 180 days to approve or reject your application, so we highly recommend completing the application correctly the first time.

Once your application is approved, you’ll receive a letter of tax-exempt status from the IRS. In most states, you would then use this letter to apply for exemption at the state level. However, since Wyoming doesn’t have a corporate income tax, this step looks a tad different. You’ll only use the letter to apply for exemption from state sales taxes using the Wyoming Sales Tax Exemption Certificate.

Obtain an EIN

An EIN, or an Employer Identification Number, is an important identifier to get; it acts a bit like a Social Security Number, but for a business entity. Unfortunately, you aren’t assigned one automatically.

Thankfully, it’s free to apply for an EIN online with the IRS. Even if you don’t plan to have employees right away, it’s a good idea to have this number from the get-go. Miscellaneous forms, such as license applications or even bank accounts, may request this number.

Account for employment & miscellaneous taxes

No two businesses are alike, so each nonprofit will have slightly different taxes. That said, Wyoming nonprofits with employees will need to account for withholding taxes on the federal level, unemployment insurance taxes on the federal and state levels, and more.

There are also miscellaneous industry-specific taxes in Wyoming, such as fees for cigarettes, liquor, and more. In most cases, these taxes won’t apply to your nonprofit, but it’s still a good idea to double-check with the Wyoming Department of Revenue just to be sure you’ve covered all your responsibilities.

That’s the basic gist of nonprofit taxes in Wyoming. We still recommend consulting with a tax professional, as they’ll be able to give you specialized advice for your unique situation.

Register for Licenses and Permits

Licenses and permits are especially important for nonprofits. And there are three major categories of potential permits and licenses: fundraising, lobbying, and licensing. Let’s walk through Wyoming’s requirements for each of those three areas.

1. Fundraising

A lot of states require you to register in order to solicit charitable contributions. However, Wyoming is one of the few states that does not require this registration. You’re free to begin fundraising as soon as you’ve established your business.

2. Lobbying

If your nonprofit will be lobbying for its cause in a formal capacity, then you’ll need to ensure that each person lobbying has the appropriate registration. This registration can be completed with the Wyoming Secretary of State. The application fee varies between $5 and $25 depending on what compensation or reimbursement the lobbyist receives.

Failing to register appropriately results in a $200 fine. Lobbyists are also required to report their expenses to the Secretary of State (but only if they exceed $500 total). To learn more about lobbyists in Wyoming, check out the Lobbyist Links page by the Secretary of State.

3. General licensing

Nonprofits are tax-exempt, but they aren’t exempt from licensure requirements, whether that’s for an industry-specific license or a state general business license. So you’ll need to get the licenses that apply to your unique organization.

Wyoming, unlike some states, doesn’t have a general business license that every entity in the state needs to get. So most license requirements come at the industry level instead. Wyoming upholds all federally regulated industry licenses, and the Wyoming Business Council is a great place to check out the state-level license requirements. It’s up to you to learn if there are any licenses for your industry, so be sure to complete this step!

Whenever you apply for a license or permit, we recommend inquiring about the requirements for renewing your licenses. That way you’ll know exactly how often you’ll need to renew your licenses (if applicable).

Meet Insurance Requirements

We highly recommend that every business entity maintain at least some sort of general liability policy — even nonprofit entities. There’s always a chance that something can go wrong (no matter how careful you are).

A natural disaster can happen, a break-in might cost you some important equipment, or an accident during day-to-day operations might cause a broken bone and damaged property. A general liability policy will protect your business if something like that happens.

Wyoming state law also requires you to get a workers’ compensation insurance policy if you have one or more employees working for your nonprofit. You can learn more about this requirement with the Department of Workforce Services.

Top Resources for Wyoming Nonprofits

Nonprofit work isn’t always easy, but you never have to go it alone! There are dozens, if not hundreds of nonprofit resources available to Wyoming organizations.

On the national level, there’s the National Council of Nonprofits. They exist to advocate for and strengthen nonprofits throughout the country by providing nearly comprehensive resources, teaming up with each state’s nonprofit network, and keeping you aware of the trends in policy and public opinion. It’s also a great place to peruse the latest reports and data about charitable giving and advocacy in the U.S.

On the state level, 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.

The WNN also sponsors WyoGives, a 24-hour online fundraising event that helps raise awareness (and matched funds) for Wyoming’s nonprofits.