How to Form a Professional Corporation in Wyoming (2024 Guide)

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
Last updated: 
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Forming a Professional Corporation in Wyoming

If you would like to start and learn how to form a corporation in Wyoming, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in Wyoming are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in Wyoming or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

What is a Professional Corporation in Wyoming?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the Wyoming. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in Wyoming, if you changed your mind.

WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in Wyoming

To form a Professional Corporation in Wyoming for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an Annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Wyoming, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in Wyoming

After you have decided to form a professional corporation in Wyoming, you must choose a name for your corporation. Here are some pointers to consider when naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

In Wyoming, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. You must file a name reservation application in the Wyoming Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for Wyoming DBA (doing business as). This way, you can run a clinic or law firm under your name.

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Step 3: Choose the Wyoming Registered Agent

The next step in forming a professional corporation is hiring a Registered Agent, who accepts legal paperwork for your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Wyoming. Forming a professional corporation for your service will be easier if you have Registered Agent in Wyoming.

Alternatively, you can serve as your own Registered Agent if you have the time. Usually, in Wyoming, a Registered Agent costs is ranging from $50 – $150. To make it easier, you can hire Wyoming Registered Agent Services for your professional corporation.

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Step 4: File the Articles of Incorporation in Wyoming

After you hire a Registered Agent to form a professional corporation, the next step is to file the Wyoming Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information, should be written. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

Filing the Articles of Incorporation in Wyoming may be done with one method that is by mail. The Articles of Incorporation fee may vary from different state. However, in Wyoming, it costs $100 by mail filing. there’s no online filing available.. For offline filing, Send the form by mail to Wyoming Secretary of State, 2020 Carey Avenue, Suite 700, Cheyenne, WY 82002.

Step 5: Write an Operating Agreement in Wyoming

An operating agreement in Wyoming is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 6: Designate the PC Board of Directors in Wyoming

The next step is to form the first board of directors for your PC in Wyoming. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the Wyoming Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In Wyoming, you must have Three directors in forming your Professional Corporation.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with Wyoming Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in Wyoming.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in Wyoming. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

The application of an EIN in Wyoming can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

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Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in Wyoming for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in Wyoming easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in Wyoming

Before your professional corporation operates in Wyoming, you must have Wyoming Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in Wyoming ranges from $70 – $500. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in Wyoming

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the Wyoming tax classification for the taxes that an LLC in Wyoming must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in Wyoming.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • Wyoming Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in Wyoming

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in Wyoming

In Wyoming, you must submit a report. The owners’ and Registered Agent’s names and contact details are listed in the Annual Report. Also, it should include all of your yearly financial activity. You must submit the report every 1 year in the Wyoming Secretary of State.

FAQs

Why should I form a professional corporation in Wyoming?
Wyoming law provides favorable tax and liability protections for professional corporations.
Do I need to live in Wyoming to form a professional corporation in Wyoming?
No, you do not need to be a resident of Wyoming.
Do I need to have a physical address in Wyoming to form a professional corporation in Wyoming?
Yes, you must have a registered agent with a physical address in Wyoming.
What is a registered agent?
A registered agent is a person or business entity that agrees to accept legal documents on behalf of the corporation.
Can I form a professional corporation by myself?
No, you must have at least one other licensed professional, and it is recommended to hire a lawyer to assist you with the process.
Can I form any type of professional corporation in Wyoming?
No, Wyoming only allows certain licensed professionals to form professional corporations such as doctors, lawyers, accountants, engineers, dentists, and architects.
What benefits do I get from forming a professional corporation in Wyoming?
The main benefits are limited liability protection and tax advantages.
How do I name my professional corporation in Wyoming?
The name of your corporation must include a designation such as P.C., PC, Professional Corporation, PLLC, P.L.L.C., or Professional Limited Liability Company.
Does Wyoming have any naming restrictions for professional corporations?
Yes, Wyoming prohibits using certain terms in a professional corporation name such as bank, trust, and insurance.
How long does it take to form a professional corporation in Wyoming?
It usually takes around two to three weeks to receive certification of incorporation from the Wyoming Secretary of State.
How much does it cost to form a professional corporation in Wyoming?
It costs $100 to file Articles of Incorporation, $50 for a corporate name reservation, and $50 for the initial report.
Can I form a professional corporation online in Wyoming?
Yes, you can submit your articles of incorporation online through the Wyoming Secretary of State website.
Do I need to file an annual report for my professional corporation in Wyoming?
Yes, you must file an annual report and pay a $50 fee.
Can I change my professional corporation name after it’s already formed in Wyoming?
Yes, you need to file Articles of Amendment and pay a $50 fee.
Can I change the type of my professional corporation after it’s already formed in Wyoming?
Yes, you need to file Articles of Conversion and pay a $100 fee.
Can my professional corporation operate in other states?
Yes, you can apply for foreign qualification in other states to operate there legally.
Does a professional corporation require a board of directors in Wyoming?
No, you can operate with only one director.
Are there any tax advantages to forming a professional corporation in Wyoming?
Yes, Wyoming does not have corporate income tax, and there is no personal state income tax.
Can I use my home address as the registered agent address for my professional corporation in Wyoming?
No, your registered agent address must be a physical address in Wyoming.
Is it possible to remove a director from the board in a Wyoming professional corporation?
Yes, you can remove a director by a majority vote of the remaining directors.
How do I dissolve a professional corporation in Wyoming?
You must file Articles of Dissolution and pay a $50 fee.
Is there a professional licensing requirement I need before forming a professional corporation in Wyoming?
Yes, you need to be a licensed professional as per your profession choice.
Is there a limit on the number of shareholders in a Wyoming professional Corporation?
Yes, Wyoming statutory requirement set limits on the maximum number of shareholders.
Is it possible for foreigners to form a professional corporation in Wyoming?
Yes, a foreign person/company/NPO can form a professional corporation in Wyoming.
Can lawyer compete with the Professional Corporation formed Wyoming state?
A lawyer can compete with Professional Corporation as long as they appropriately licensed choice law in Wyoming.
Do I need a physical office address to form a Professional corporation in Wyoming?
No, you can use digital offices’ information in filings, or you can lease designated physical office accordingly.
What is the important compliance requirement for a professional corporation in Wyoming?
The Professional Corporation needs to comply with the requirement of state law, licenses held on valid accounts, and technology to use.
Is a state-specific law enough or a federal law also applies to regulations and compliance for professional corporations formed in Wyoming?
Federal law implements general standards, and a state law applies some specific standards that license requirements and corporate requirements alike. Since the Corporation is initiated on the State level,Federal jurisdiction applies to a lesser extent
Do the Wyoming Rules of Professional Conduct apply to a Professional Corporation?
Yes, as per Wyoming court rules and statutes, all licensed professionals are hold the threshold responsibility, and Professional Corporation act likely as individuals acting together, hence principle codified in these jurisdictions apply to Professional Corporations also.
Without licensed distinction or permit requirement, what activity has caused ruling of misconduct suits against several Professional Corporations formed in Wyoming?
Misconducts suits of Wyoming registered Professional Corporation includes multiple issues of corporate violations involving common violations concerning stock distribution according to the number of customers and conflicts internal organisation.

Also Read

How to Save Money While Forming Wyoming Professional Corporation

How to Save Money While Forming Wyoming Professional Corporation

Forming a professional corporation in Wyoming can be an exciting and potentially lucrative endeavor. However, it can also be a costly one if not approached conscientiously. If you are considering embarking on this journey, maximizing your savings while establishing your corporation is essential. There are several key strategies that can help you save money during this process, allowing you to allocate your resources more efficiently.

Firstly, it is crucial to start by conducting thorough research. Understanding the legal requirements and obligations associated with forming a professional corporation in Wyoming can greatly contribute to saving money in the long run. Familiarize yourself with the state’s statutes and regulations, and consider seeking legal advice to clarify any areas of uncertainty. By obtaining all the necessary information upfront, you can avoid costly mistakes or oversights that may arise from ignorance of the legal intricacies.

Another effective cost-saving measure is to consider a do-it-yourself approach, particularly for non-legal matters. Conducting certain tasks independently can help reduce expenses, as relying solely on professional services often leads to more substantial bills. Although legal consultation is important, there are several non-legal aspects of setting up a professional corporation that individuals with basic knowledge in business administration can tackle themselves. For instance, researching and comparing office supplies, filing paperwork, or creating a comprehensive business plan can all be accomplished without incurring the fees associated with professional assistance.

Additionally, utilizing technology to its fullest potential can contribute to significant cost reductions. Especially in today’s digital era, many tasks that once required substantial investment of time, money, and human resources can now be simplified and streamlined by leveraging technology. Consider using online platforms for business registration, document creation, and virtual communication. These tools often offer affordable or even free alternatives to traditional procedures, significantly cutting down on overhead costs.

In some instances, certain expenses cannot be completely avoided. However, there is still room to reduce them through thoughtful decision-making. For example, when selecting an office space for your professional corporation, consider choices that align with your budget, even if they may be more modest compared to luxury alternatives. Similarly, hiring independent contractors instead of full-time staff can minimize the long-term fixed costs associated with employee benefits, while still accomplishing necessary tasks efficiently. Making smart choices when it comes to expenses goes a long way in preserving your much-needed capital for future growth or unforeseen circumstances.

Lastly, do not underestimate the power of networking and collaboration. Instead of hiring multiple professionals from outside firms, identify opportunities to work with other independent professionals to mutually benefit your respective endeavors. By pooling resources, costs can be shared and significantly reduced. This not only helps you save money but also fosters a spirit of collaboration and support within your professional network, opening doors to future opportunities for collaboration and growth.

While forming a professional corporation in Wyoming may require an initial investment, there are numerous measures you can take to mitigate costs and maximize savings. By conducting thorough research, managing non-legal aspects independently, leveraging technology, making thoughtful decisions regarding expenses, and seeking opportunities for collaboration, you will be well on your way to establishing your corporation in an efficient and cost-effective manner. So, take these steps, embrace frugality, and watch your Wyoming professional corporation flourish.

Conclusion

In conclusion, forming a professional corporation in Wyoming is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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