For the purposes of this article, we will compare the benefits of incorporating in the State of Wyoming (WY) to incorporating in the State of Nevada (NV).
Let’s look at some of the most innovative and progressive statutes in the US relative to creating a company. Wyoming is leading the way with unique time and money-saving ideas as well as progressive corporate protection legislation.
Wyoming offers the following landmark legislation:
- Lifetime proxy—one of the most flexible, powerful benefits of Wyoming corporate law is the ability to assign a lifetime proxy vote. This can prove invaluable in estate planning. Imagine having the ability to vote your shares (therefore run the company, for your lifetime, while ownership is vested in another. Upon your death, zero estate taxes are due.
- Relocate your company—If you did not incorporate in Wyoming, you are now able to transfer the origin of your company by law. No existence in a databank of your company’s original state will exist. Anyone examining the Wyoming public record will see a corporation dating back as far as your current corporation does. You can promptly become a Wyoming Corporation without losing the many benefits of the longevity and continuity of operation. Enjoy the benefits of a Wyoming Corporation now.
- Reason based annual fees—Annual fees are based only on assets that are within the state of Wyoming. You may pay as little as $50.00 and only as much as $200.00 for every million of assets located in Wyoming. If you have assets residing outside of the state there are NO fees.
- No limitation on shares of stock issued—In Wyoming, you are free to issue as many shares of stock without regulation as you need for your capitalization needs. There are no restrictions. Just authorize it in your Articles of Incorporation. Public.
- You can virtually be a one-man corporation—many states mandate who may serve as an officer or director. They don’t allow repeat appointments to multiple offices. You may enjoy the freedom of occupying as many offices as you need for your personnel outline.
- No Shareholder Disclosure—Wyoming is one of the few states in the US not requiring the disclosure of stockholder information available to the public. This can be invaluable for the purpose of privacy. The more information about you that appears in the public record the easier it is for you to become a target. The only state mandated disclosure is of assets located in the state of Wyoming in the annual report.
- Privacy—”Nominee officers/directors” are a unique option offered by the State of Wyoming. Protect your identity and remain private at your discretion. In addition, nominee or “third party” shareholders are authorized by Wyoming law. Avoid being singled out for others opportunistic proposals.
- Normal red tape and formal reporting is at an absolute minimum–Wyoming’s corporate statutes allow the state to get out of your way to conduct business. The bureaucracy has been streamlined and provides a business friendly environment.
- Capitalize your corporation for as little as one dollar—this allows the person with an idea to start immediately enjoying the same protections as the millionaire investor. Both methods of initial capitalization are welcome in Wyoming.
- No requirement for meeting to be held in Wyoming—Directors, stockholders or annual meetings may be held anywhere in the world.
- Stock purchases may be exchanged for any legal consideration—Services, goods, cash or real property. No restrictions.
Let’s debunk some myths about the benefits of incorporating in Nevada.
1. Nevada will not share information with the IRS.
This is true.
However, the rush to Nevada over the last few years has raised the eyebrows of the IRS knowing the reason many corporations are choosing this State. Being on the IRS radar even before your first tax return is not something the author recommends. On the other hand, Wyoming takes the position that assets located within the state should be reported. This generally relieves the IRS of any initial suspicion to motives of the selection of venue relative to incorporation. What you should consider is, how many of your assets are actually located in your state of incorporation? Wyoming requires none.
2. Nevada allows bearer shares.
This is false. Nevada voted to disallow bearer shares in 2008.
3. No public access to an individual’s association to corporations.
This is False.
You may search individuals by name at the office of the Secretary of State. Wyoming only allows searching of corporations, not individuals.
Head to Head Comparisons:
:
| SERVICES | WY | NV |
| Allows Companies to transfer existence from any other states | ? | X |
| One individual may serve in all capacities | ? | X |
| No restrictions of number shares issued or par value | ? | X |
| No Annual Report mandated before one year anniversary | ? | X |
| Inexpensive Annual Fees | ? | X |
| No Requirement for Share Certificates | ? | X |
| Inexpensive initial Incorporation Fee | ? | X |
| Privacy in access to corporate members | ? | X |
| Indemnification of Officers and Directors, employees and agents by statute | ? | ? |
| No Franchise Tax | ? | ? |
| Identity of Stockholders Private | ? | ? |
| Will not collect or report corporate tax information to the IRS | ? | ? |
| No restrictions on initial capitalization | ? | ? |
| No restrictions on location of meetings | ? | ? |
| No State Corporation State income tax | ? | ? |
| No Tax on shares issued | ? | ? |
| Nominee Shareholders allowed | ? | ? |
In addition, consider the following tax savings by way of no personal income tax, corporate income tax, inventory tax, gross receipts tax, franchise tax, business or “per capita” tax, excise tax; and the sales, property and inheritance taxes are among the lowest in America.
In conclusion, the tax savings, increased flexibility in business, liability and privacy protection — as well as substantial regulator favor and decreased fees and investment requirements — make Wyoming an ideal place to incorporate, and by leaps and bounds it is more beneficial to the small business owner!