Starting a Nonprofit Organization in Wyoming is governed by title 17 chapter 19 of Wyoming Laws titled Wyoming Nonprofit corporation act.
Eligibility for Starting a Nonprofit Organization in Wyoming
1) Incorporator: One or more person can act as the incorporator of the nonprofit organization. The incorporator is primary responsible for drafting the organizing documents and for delivering the documents with the concerned state authorities – till the time a board of directors is officially constituted. Wyoming rules does not allow organizations to act as incorporator.
2) Registered Agent – A nonprofit corporation in Wyoming must compulsorily appoint a registered agent. A person is qualified to become a registered agent if he has a valid street address of Wyoming (P.O Box address is not acceptable).
The registered agent is the point of interaction between the organization and the state and federal authorities. By agreeing to become a registered agent, the person agrees to receive all notices and demands on behalf of the organization.
A nonprofit organization may alternatively use the services of a ‘commercial registered agent’, if it does not have a valid street address of Wyoming.
3) Registered Office Address: The address of the registered agent is called the registered office address of the organization. The registered office address need not be the same as the address of the principal place of business for the organization.
The principal place of business may be situated in or outside Wyoming.
4) Minimum Number of Directors – The minimum number of directors for a Wyoming nonprofit organization is three (3). Directors need not be residents of Wyoming.
Steps to Start a Nonprofit Organization in Wyoming
The following steps are required to form a nonprofit organization in Wyoming:
Step I: Select a Name
Step II. Choosing the Organization Structure
Step III. Obtain Employer Identification Number (E.I.N)
Step IV. Prepare Organizing Documents
Step V. File the Organizing Documents (only for corporations – not required for nonprofit associations)
The steps are elaborated hereunder.
Step I: Select a Name
(1) The name of the organization should be distinguishable from any other organization on records of the secretary of state. Name availability check can be conducted in the state records.
(2) The name should not indicate a purpose different from the purpose for which the nonprofit organization is being setup.
Step II: Decide the Organization Structure
In Wyoming, a nonprofit organization can either be structured as an unincorporated association or as a corporation.
There are other less common structures like the trust, cooperatives and other hybrid organizations – which are best avoided by a newbie.
The choice of organization structure needs some brainstorming. An association is easier to form and run but incorporation has its advantages.
Many new organizations are formed as associations and they incorporate only after they have grown big enough to justify the overheads of incorporation.
Step III: Obtain E.I.N
All nonprofit organization must obtain an “Employer Identification Number” or E.I.N from the office of IRS. The process can also be completed online.
Step IV. Drafting the Organizing Documents
The organizing document is the key paper that evidences the existence of a nonprofit organization. The document is called by different names for different organization structures:
Organization Structure Name of Organizing Document
Corporation Articles of Incorporation
Association Article of Association
Trusts Trust Deed or Instrument of Trust
There is no prescribed format for article of association.
However, Wyoming prescribes a specific format the article of incorporation. (Click on the link to download the format). Additionally, if an organization wishes to obtain section 501 (c) (3) tax exemption it must include IRS clauses to the organizing document.
Step V: Filing the Organizing Document
This step is required only for incorporation. An association need not file its articles with the state authorities – It comes into a legal existence by the very act of executing the articles.
For filing, duly filled in Article of Incorporation should be printed on blank white sheet of paper and signed by all the incorporator of the organization. This should be mailed at the following address:
Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311, Fax 307.777.5339
Filing fee: $25.00 made payable favoring “Wyoming secretary of states”
Time required: Incorporating a Non profit organization in Wyoming takes 2-6 days time from the date the article is delivered at the Wyoming secretary of state office.
Wyoming Secretary of State, Business Division
Internal Revenue Services
Wyoming Department of Revenue