ARTICLES OF INCORPORATION
(Wyoming Business Corporation Act – Wyo. Stat. Ann. § 17-16-101 et seq.)
[// GUIDANCE: File the executed original with the Wyoming Secretary of State together with the current filing fee. As of January 2025, the online filing fee is $102 (includes $2 convenience fee) and the paper filing fee is $100. Confirm fees prior to submission.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Statutory Incorporation Provisions
3.1 Corporate Name
3.2 Duration
3.3 Purpose
3.4 Capital Structure
3.5 Registered Agent and Registered Office
3.6 Principal Office & Mailing Address
3.7 Incorporator(s) - Director & Officer Protections
4.1 Limitation of Liability of Directors
4.2 Indemnification - Optional Provisions
5.1 Forum Selection for Internal Corporate Claims
5.2 Arbitration (Optional)
5.3 Jury Trial Waiver (Optional)
5.4 Reservation of Injunctive Relief - Administrative Matters
6.1 Publication Requirement
6.2 Fee Schedule & Filing Mechanics - Execution Block
1. DOCUMENT HEADER
These Articles of Incorporation (the “Articles”) are executed on [EFFECTIVE DATE] by the undersigned incorporator(s) (each, an “Incorporator”) pursuant to the Wyoming Business Corporation Act, Wyo. Stat. Ann. § 17-16-202 (2023) (the “Act”), for the purpose of forming a Wyoming for-profit business corporation (the “Corporation”).
2. DEFINITIONS
For purposes of these Articles, the following capitalized terms shall have the meanings set forth below. Any term not defined herein shall have the meaning ascribed to it in the Act.
“Act” – The Wyoming Business Corporation Act, Wyo. Stat. Ann. § 17-16-101 et seq., as amended.
“Articles” – These Articles of Incorporation, as may hereafter be amended or restated.
“Board” – The Corporation’s Board of Directors.
“Bylaws” – The duly adopted bylaws of the Corporation, as amended from time to time.
“Internal Corporate Claim” – Any claim, suit, or proceeding (i) brought in the name or right of the Corporation, (ii) asserting a cause of action under the Act or the Corporation’s internal governance documents, or (iii) governed by the internal‐affairs doctrine.
3. STATUTORY INCORPORATION PROVISIONS
[// GUIDANCE: Sections 3.1–3.7 track Wyo. Stat. Ann. § 17-16-202(b) statutory mandates.]
3.1 Corporate Name
The name of the Corporation is [CORPORATION NAME], Inc.
3.2 Duration
The Corporation shall exist perpetually unless dissolved in accordance with the Act.
3.3 Purpose
The Corporation may engage in any lawful business for which corporations may be organized under the Act.
3.4 Capital Structure
a. Authorized Shares: The Corporation is authorized to issue [NUMBER] shares of [CLASS] common stock, par value $[PAR VALUE] per share.
b. Additional Classes or Series: The Board is expressly authorized, pursuant to Wyo. Stat. Ann. § 17-16-602, to establish from time to time by resolution one or more classes or series of shares, to fix the designations, preferences, limitations, and relative rights thereof, and to increase or decrease the number of shares of any such class or series.
[// GUIDANCE: Insert preferred-stock “blank check” language if desired.]
3.5 Registered Agent and Registered Office
The street address of the Corporation’s registered office in the State of Wyoming and the name of its registered agent at that address are:
Registered Office: [REGISTERED OFFICE STREET ADDRESS, CITY, WY ZIP]
Registered Agent: [REGISTERED AGENT NAME]
3.6 Principal Office & Mailing Address
Principal Office: [PRINCIPAL BUSINESS ADDRESS]
Mailing Address (if different): [MAILING ADDRESS]
3.7 Incorporator(s)
Name(s) and mailing address(es) of the Incorporator(s):
- [INCORPORATOR NAME] – [ADDRESS]
[Add additional Incorporators as needed.]
4. DIRECTOR & OFFICER PROTECTIONS
4.1 Limitation of Liability of Directors
To the fullest extent permitted by Wyo. Stat. Ann. § 17-16-202(b)(iv) and § 17-16-841, as they may be amended, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for any action taken, or any failure to take action, as a director, except for:
a. the amount of a financial benefit received by a director to which the director is not entitled;
b. an intentional infliction of harm on the Corporation or its shareholders;
c. violations of Wyo. Stat. Ann. § 17-16-833; or
d. an intentional violation of criminal law.
If the Act is amended to authorize broader limitations, the foregoing limitation shall be automatically expanded to the maximum extent permitted.
4.2 Indemnification
The Corporation shall indemnify and hold harmless its directors and officers to the fullest extent permitted by the Act, including §§ 17-16-850 through 17-16-860. The Corporation may advance expenses to its directors and officers in accordance with § 17-16-853, upon receipt of the required undertaking. The right to indemnification and advancement of expenses shall not be deemed exclusive of any other rights.
5. OPTIONAL PROVISIONS
[// GUIDANCE: Delete any provision not selected by the client.]
5.1 Forum Selection for Internal Corporate Claims
Unless the Corporation consents in writing to the selection of an alternative forum, the state district court located in [COUNTY], Wyoming (or, if such court lacks jurisdiction, the U.S. District Court for the District of Wyoming) shall be the sole and exclusive forum for any Internal Corporate Claim.
5.2 Arbitration (Optional)
Any dispute between the Corporation and its shareholders that is not an Internal Corporate Claim shall be resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its [RULES] in [CITY, STATE]. Judgment on the award may be entered in any court having jurisdiction.
5.3 Jury Trial Waiver (Optional)
EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THESE ARTICLES OR THE CORPORATION’S INTERNAL AFFAIRS.
5.4 Reservation of Injunctive Relief
Nothing in these Articles or any related agreement shall impair the right of any party to seek injunctive or other equitable relief in aid of arbitration or to prevent actual or threatened violations of fiduciary or statutory duties.
6. ADMINISTRATIVE MATTERS
6.1 Publication Requirement
Wyoming currently imposes no publication requirement for articles of incorporation. This Section is included for future‐proofing; remove or revise if state law changes.
6.2 Fee Schedule & Filing Mechanics
- Filing Fee (paper submission): $100
- Filing Fee (online portal): $100 plus $2 convenience fee
- Expedited Processing: Not offered; standard processing time is typically same-day for online filings.
- Payment Methods: Credit/debit card (online), check or money order payable to “Wyoming Secretary of State” (paper).
[// GUIDANCE: Verify fees and accepted payment methods immediately prior to filing to account for legislative or administrative changes.]
7. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Incorporator(s) execute these Articles on the date first written above.
| Incorporator | Signature | Date |
|---|---|---|
| [INCORPORATOR NAME] | _________ | ____ |
[// GUIDANCE: Wyoming does not require notarization of the Articles, but notarization may be added below for evidentiary purposes.]
OPTIONAL NOTARIAL ACKNOWLEDGMENT
State of _ )
County of ______ ) ss.
On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [INCORPORATOR NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.
Notary Public
My Commission Expires: ____
[// GUIDANCE: Attach a completed Consent to Appointment by Registered Agent form if filing on paper. The Secretary of State’s online system captures the agent’s consent electronically.]