Wyoming Corporate Bylaws

Wyoming corporate bylaws are implemented by the corporation’s board of directors while remaining compliant with state law and the articles of incorporation. The bylaws list the guidelines for managing the corporation and conducting business and are reflexive to the shareholder and director’s wishes through amendments or repeal.

Last updated December 6th, 2024

Wyoming corporate bylaws are implemented by the corporation’s board of directors while remaining compliant with state law and the articles of incorporation. The bylaws list the guidelines for managing the corporation and conducting business and are reflexive to the shareholder and director’s wishes through amendments or repeal.

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Are bylaws required in Wyoming?

Yes, in Wyoming, corporations only operate under the provisions explicitly stated in their bylaws.[1]

Wyoming Corporate Laws

  • Corporate Tax: Wyoming does not impose a tax specifically for corporations.[2]
  • Board: The board of directors manages its corporation, thus, keeping “corporate powers,” actions, and authority under board oversight.[3]
    • Number – “One (1) or more individuals” make up a corporation’s board of directors; additionally, the corporate bylaws or articles can fix more directors.[4]
    • Qualification – The bylaws set by the corporation define a director’s qualifications, such as requiring directors to be state residents.[5]
    • Terms – A minimum of one initial director is in place until the first annual meeting, where afterward, new directors are elected for a term that ends “at the next” (applicable) annual meeting.[6]
    • Staggered Terms – Corporations place their directors into two or three classes with group elections for “a term of two (2) years or three (3) years,” accordingly.[7]
    • Fiduciary Duty – Directors fulfill their corporate management duties and every aspect of their “oversight function” prudently and, especially in the corporation’s interests.[8]
  • Officer: Once the bylaws name the corporate officers or after the board ”have appointed an officer “in accordance with the bylaws, that officer can elect more offices or officers with the approval of the board.[9]
  • Meetings: So long as “all directors participating may communicate” in an immediate fashion, directors are considered in attendance even when using remote communication, unless this is restricted by the bylaws or the articles of incorporation.[10]
  • Quorum: The default quorum requirement is the majority of the total number of available directors but articles of incorporation (or corporate bylaws) can specify a “greater number” or a number no less than a third of the total directors as a quorum requirement.[11]
  • Emergency Bylaws: The board of directors implements a distinct set of bylaws in case its operations or quorum requirements become impossible “because of some extraordinary event.”[12]

Sources

  1. WY Stat § 17-16-206 (2023)
  2. 2023 Wyoming Statutes, Title 39 – Taxation And Revenue
  3. WY Stat § 17-16-801 (2023)
  4. WY Stat § 17-16-803 (2023)
  5. WY Stat § 17-16-802 (2023)
  6. WY Stat § 17-16-805 (2023)
  7. WY Stat § 17-16-806 (2023)
  8. WY Stat § 17-16-830 (2023)
  9. WY Stat § 17-16-840 (2023)
  10. WY Stat § 17-16-820 (2023)
  11. WY Stat § 17-16-824 (2023)
  12. WY Stat § 17-16-207 (2023)