Move Your Business to Wyoming
Domesticate Your Business Entity
Out of state business entities, or foreign business entities, are permitted to change the jurisdiction of their business to the State of Wyoming. In order to domesticate or change the jurisdiction of the business entity to the State of Wyoming, the following is required:
- Filling of Articles of Domestication with the Wyoming Secretary of State.
- Submit a certified copy of the Articles of Organization/Incorporation of the out of state business entity, together with any amendments thereto, certified within the last 6 months by the proper officer of the state or nation of formation.
- Submit an original Certificate of Good Standing or Existence of the out of state business entity dated within 30 days of the filing of the Articles of Domestication, certified by the proper officer of the state or nation of formation.
Once the Articles of Domestication are filed and approved by the State of Wyoming, the business entity will then file Articles of Dissolution or Termination in the out of state jurisdiction. It is also recommended that the newly domesticated business entity update/amend its Articles of Organization/Incorporation and Operating Agreement/Bylaws, to coincide with Wyoming Law.
Convert Your Business Entity to Another Form of Business Entity
The Majors Law Firm, P.C. can assist with converting your current business entity, Corporation, or Partnership to a Wyoming Limited Liability Company, or converting your business entity to another form of business entity. In order to convert to another form of business entity, the entity will be required to file Articles of Incorporation/Organization, designating that the business entity is converting to another form of business entity.
Merge an Out of State Business Entity With a Wyoming Business Entity
The Majors Law Firm, P.C. can assist with merging an out of state business entity with a Wyoming Business Entity, or merging a Wyoming Business Entity with another Wyoming Business Entity. In order to merge two business entities, each entity will need to prepare a plan or merger and Articles of Merger will then be filed to merge the two business entities.
Register an Out of State Business to Conduct Business in the State of Wyoming
The Majors Law Firm, P.C. can assist with filing an Application for Certificate of Authority to permit a foreign (out of state) business entity to transact business in the State of Wyoming. In addition to filing the Application for Certificate of Authority, the foreign entity will need to submit a Certificate of Good Standing or Existence dated within 60 days of the filing of the Application, certified by the proper officer of the state or nation of formation.
In order for an out of state business to transact business in the State of Wyoming, the business entity is required to file an Application for Certificate of Authority to transact business in the State of Wyoming. Generally, the following activities, among others, do not constitute transacting business within the State of Wyoming, pursuant to Wyoming Law:
- Maintaining, defending or settling any proceeding;
- Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
- Maintaining bank accounts;
- Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
- Selling through independent contractors;
- Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
- Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
- Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
- Owning, without more, real or personal property;
- Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or
- Transacting business in interstate commerce.
- A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.