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There’s nothing specialized about incorporating in Wyoming. And it takes minutes without a lawyer. The amount of paperwork is ridiculously low compared to Delaware. Last I recall Delaware has a minimum $500/year registration fee, more depending on outstanding shares. Not Wyoming.


You'll also need to consider "alien entity" fees/taxes if you want your "Delaware" corporation to operate in another state, e.g. Texas.


Such fees are basically nothing for a company that makes money

High % taxes are where things get way dicier, e.g., some US states have high capital gains / transaction taxes while others are basically 0, which vastly changes how good exits are for employees

"Penny wise, pound foolish" => optimize for low opex overhead on growth. Another example: $1K to setup a new state registration for an employee sucks, but is fine relative to their salary, so not the the # to optimize on.


The annual filing fees and documents required by Delaware is arcane. Things like “annual meeting of the shareholders” for a single-person S-corp.


I can’t agree they are arcane. Back when the tax form was filed on paper it was a postcard-sized form: calculate one way on one side, the other way on the other side, and pay the lower amount.

And the point is that once you are established the laws are well known and understood by corporate lawyers (in other words the opposite of arcane, at least for lawyers) and so will be easier to deal with for all parties.

If you’re starting a small business just incorporate in the state you live in. If you’re starting a startup, don’t go for a false economy.


Are you saying that Wyoming doesn't have those requirements?


Not if you mark your corporation as a “close” corporation (limited to 35 employees). The entity type does not matter (C, S, LLC).

“Abbreviated governance - shareholders may agree in writing to treat the corporation as a partnership, operate without a board of directors, dispense with annual meetings, and make a shareholder agreement.

Advantages

• Limited liability - the law says shareholders don’t have personal liability even though they relax corporate formalities in operations.

• Ease of operation - operates without pomp and circumstance required in regular corporations where hundreds of shareholders must receive information and vote.

• Cost of operation - relaxed corporate governance means lower legal, accounting and administrative fees for lower total costs of operation.

• Deadlock prevention - provides access to court when shareholders are deadlocked and harm could befall the corporation through lack of action.

• Buy-out provisions - shareholders may buy out a deceased shareholder’s interest according to shareholder agreements”

https://sos.wyo.gov/Forms/Publications/ChoiceIsYours.pdf

Many of the disadvantages listed are no different than for other corporate entities.


Hey thanks. That's very helpful.




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