Articles of Incorporation - State Variations

ARTICLES OF INCORPORATION

WYOMING PROFIT CORPORATION

The undersigned incorporator or incorporators form a Wyoming profit corporation under the Wyoming Business Corporation Act and adopt these Articles of Incorporation.

1. CORPORATION NAME

The name of the corporation is [CORPORATION NAME] (the "Corporation").

2. STATUTORY CLOSE-CORPORATION ELECTION

☐ The Corporation elects to be a statutory close corporation under Wyo. Stat. Ann. §§ 17-17-101 through 17-17-151.

3. REGISTERED AGENT AND REGISTERED OFFICE

Registered agent: [REGISTERED AGENT NAME]

Wyoming physical registered-office address: [STREET ADDRESS, CITY, WYOMING ZIP CODE]

4. CORPORATION MAILING ADDRESS

[MAILING ADDRESS, CITY, STATE ZIP CODE]

5. PRINCIPAL-OFFICE ADDRESS

[PRINCIPAL-OFFICE ADDRESS, CITY, STATE ZIP CODE]

6. AUTHORIZED SHARES

The Corporation is authorized to issue [NUMBER] shares of [CLASS] stock.

7. INCORPORATORS

OPTIONAL 8. DIRECTOR-LIABILITY LIMITATION

To the fullest extent permitted by Wyoming law, a director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for an action taken, or a failure to take action, as a director, except liability for:

1. the amount of a financial benefit received by the director to which the director is not entitled;
2. an intentional infliction of harm on the Corporation or its shareholders;
3. a violation of Wyo. Stat. Ann. § 17-16-833; or
4. an intentional violation of criminal law.

9. ELECTRONIC-SERVICE CERTIFICATION

☐ The Corporation consents to accept electronic service of process at the required email address under the circumstances specified in Wyo. Stat. Ann. § 17-28-104(e).

10. EXECUTION

Each incorporator signs these Articles of Incorporation:

Contact person: [NAME]

Daytime phone: [PHONE]

Email: [EMAIL]

CONSENT TO APPOINTMENT BY REGISTERED AGENT

I, [REGISTERED AGENT NAME], whose registered office is located at [PHYSICAL ADDRESS, CITY, WYOMING ZIP CODE], voluntarily consent to serve as registered agent for [CORPORATION NAME]. I certify that I comply with Wyo. Stat. Ann. §§ 17-28-101 through 17-28-111.

____________________________________

[REGISTERED AGENT NAME], Registered Agent

Date: [DATE]

Daytime phone: [PHONE]

Email: [EMAIL]

Mailing address, if different: [ADDRESS]

FILING NOTES

• The Wyoming Secretary of State currently lists a $100 filing fee for a profit corporation. Online filing adds a 2.4% processing fee, subject to a $1 minimum.
• The current paper instructions state that processing may take up to 15 business days and that Wyoming statutes do not allow expedited filing. They do not promise same-day processing.
• The registered agent's signed consent must accompany the articles under Wyo. Stat. Ann. § 17-16-202(e) and the Secretary of State's form.
• The Secretary of State form does not require a notarial acknowledgment for the incorporators' signatures.

SOURCES AND REFERENCES

• Wyoming Legislature — Title 17, Corporations, Partnerships and Associations
• Wyoming Secretary of State — Profit Corporation Articles of Incorporation
• Wyoming Secretary of State — Business Formation Fees