Learn How to Form an Wyoming Professional Corporation

Is a professional corporation the right structure for you?

What is a PC? A PC is a for-profit corporation established to provide professional services.

The Wyoming statutes that cover PCs don’t define a professional service. Instead, professionals are described as individuals who are licensed to practice a profession. These may include architects, attorneys, chiropractors, engineers, dentists, and physicians. To see if your occupation qualifies, reach out to the Wyoming Department of Workforce Services.

Some states offer an alternative professional entity known as a professional limited liability company (PLLC). Though Wyoming doesn’t have this business type, it allows licensed professionals to form a standard limited liability company (LLC).

An LLC offers owners some liability protection and pass-through tax benefits. Additionally, it’s relatively easy to form one. However, it’s important to point out that LLCs don’t give owners the same high-level liability protections that corporations do. If you’re interested in forming an LLC in Wyoming, we can help.

If a PC structure appeals to you, keep in mind that you’ll also need to decide what ownership will look like. Who will the other shareholders be? How will you divide up the shares? Will there be different share classes? The next part of the equation is figuring out who will act as officers and who manage the daily operations of the organization.

Choose a name

A name that stands out can help capture people’s attention, but there are some restrictions to keep in mind:

• Your organization’s name needs to end with either “A Professional Corporation” or “P.C.”
• The name shouldn’t indicate that your PC serves a purpose other than the one listed in the Articles of Incorporation.
• The name shouldn’t be the same as or too similar to another registered business in Wyoming. There are exceptions to this rule, so check with the Secretary of State to learn more. The can see if your desired name is available by checking the business name database on the Wyoming Secretary of State website.

Once you’ve got a name in mind, you have the option to use ZenBusiness’s name reservation service to secure it. If the name is available, you can reserve it for 120 days. Then, start building your digital presence by registering a domain. We can help you take care of that with our domain name service.

Select a Wyoming Registered Agent

As a Wyoming business, you’ll need a registered agent. This is the person or entity that will receive legal notices and government correspondence on your PC’s behalf.

A business entity or an individual who’s at least 18 years old can serve as a registered agent. In either case, they need a physical address in the state.

You can act as your PC’s registered agent, but you’ll need to be present and available during normal business hours at the address listed. This means no off-site meetings, no errands, and no vacations. For greater flexibility, businesses often use a registered agent service like ZenBusiness.

Complete your Wyoming Articles of Incorporation

The Articles of Incorporation bring your corporation into being. Incorporators are the people who sign and submit the form to the Secretary of State. In Wyoming, the incorporators can be shareholders or an independent party, such as an incorporation service.

As a PC, the state sets out specific wording that you’ll need to include in your Articles of Incorporation. It also details where in the document the language needs to be. You’ll need to provide your corporate name, a mailing address, information about your registered agent, details about the distribution of shares, and signatures for all incorporators.

Filings are submitted by mail with a $100 fee payable by check or money order. Documents are typically processed within three to five business days.

Establish a corporate record in Wyoming

Corporate records are a permanent collection of important documents related to your organization. These include meeting minutes, accounting records, an incorporator’s statement, and the Articles of Incorporation. A copy should be available at your PC’s main office.

Designate a board of directors

An organization’s board of directors will set the overall direction and strategic course for the business. In the state of Wyoming, a corporation’s board needs to have at least one individual. You can specify the total number of directors in the Articles of Incorporation or bylaws. If there are specific qualifications you’d like directors to have, you can include them in one of these two documents.

Create Wyoming corporate bylaws

A corporation’s bylaws contain the guidelines and rules for its day-to-day operations and should align with the Articles of Incorporation. Bylaws often include:

• The organization’s purpose
• The frequency of meetings
• How bylaws can be amended

Hold the first board meeting

The first board meeting should take place after the Articles of Incorporation have been filed. Directors should deal with any outstanding items that will complete the formation of the PC. This includes:

• Adopting bylaws
• Electing officers
• Selecting a financial year
• Making tax decisions

Handle Wyoming tax obligations

At the federal level, you’ll require an Employer Identification Number (EIN) to file taxes, hire employees, and open a business bank account. Applications for this identifier are handled by the IRS, but ZenBusiness can complete the process for you.

While Wyoming doesn’t have corporate income tax, your PC may still have other state-level tax obligations depending on its activities and whether your business owns real estate. It’s best to contact the Department of Revenue or a qualified accountant to confirm.

You should also get in touch with your local government office to see if there are municipal taxes that apply (e.g., property taxes). Lastly, check in with your industry group to ensure you have all your bases covered.

Obtain Wyoming business licenses and permits

The state doesn’t have a general business license, but your PC may need other state, local, and/or industry-specific licenses and permits. Because licensing can be federal, state, local, and industry-specific, there’s no one central place to check to see if your business has everything it needs. You can do this research yourself or use ZenBusiness’s business license report service to make sure you have all your bases covered.

Acquire insurance for your Wyoming professional corporation

PCs may want to consider getting commercial property insurance as well as general liability insurance to protect against liability claims related to the actions of employees and certain unforeseen events.

If your business will have employees, you’ll need workers’ compensation insurance. The Wyoming Department of Workforce Services has more information about which businesses need to contribute to the state fund.

Malpractice insurance is required for medical providers in Wyoming, and it’s recommended for other attorneys and other professionals who may face liability claims related to their services.

Because insurance needs will be specific to your PC and its activities, you may benefit from speaking to a qualified insurance representative.

Open a business bank account

A business bank account separates the assets of the owners from the business. This will make your accountant’s job easier when it comes time to file your taxes. You’ll likely need your corporation’s EIN to open a business bank account. Each bank has its own requirements so it’s a good idea to check with your preferred financial institution.

Ready to start your business?

At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service, want to reserve a business name, or are looking to register a domain name, our goal is to help you succeed. Check out our services and contact us today to see how we can help you grow your company.