What is a close corporation?

A small-business corporation with statutorily relaxed formalities: limited shareholders (50 in WY), optional board of directors, shareholder management allowed, share transfer restrictions. Designed for businesses that want corporate structure without traditional corporate formalities.

Close corp vs. regular corp?

Regular corp: board of directors required, regular board meetings, more formality. Close corp: optional board, shareholders manage directly, less formality. Both provide limited liability and corporate tax structure. Close corp is the small-business variant.

LLC: simpler, more flexible, partnership tax default. Close corp: corporate structure (C-Corp default), more recognizable to traditional banks and investors, allows certain tax structures (S-Corp) that LLCs need additional steps for. For most small businesses, LLC is simpler. Close corp makes sense for specific corporate-structure needs.

Wyoming has one of the strongest close corporation statutes, no state income tax, low filing fees, and a business-friendly legal environment. Other states (DE, NV) have close corp statutes too but Wyoming is most popular for small businesses.

Can I S-Corp a close corporation?

Yes. Close corp is a C-Corp by default. File Form 2553 within 75 days of formation to elect S-Corp tax treatment. S-Corp eligibility rules apply (100 shareholder max, US individuals/eligible trusts only, one class of stock). Both compatible.

What about share transfer restrictions?

Close corp shares typically have right-of-first-refusal restrictions: if a shareholder wants to sell, existing shareholders get first chance to buy at the offered price. Keeps ownership 'closely held' as the name implies. Restrictions are in the bylaws or shareholder agreement.

What does Wyoming Close Corporation involve?

This page covers Wyoming Close Corporation — including what it is, who needs it, how to file or apply, typical costs, deadlines, and how File.Business handles it for you end-to-end.

How much does Wyoming Close Corporation cost with File.Business?

Pricing is shown on this page. We always disclose state filing fees separately from our service fee, with no surprise add-ons at checkout.

How long does Wyoming Close Corporation take?

Turnaround depends on the state agency. Standard processing typically takes a few business days; rush options are available where the agency offers expedited service.

Is this service available in all 50 states?

File.Business handles filings across all 50 US states and DC. State-specific rules, fees, and forms are built into the workflow so you don't have to research them yourself.

Home/Specialty Entities/Wyoming Close Corporation

Specialty Entities

Up to 50 shareholders · no board required

Form a Wyoming Close Corporation. Up to 50 shareholders. No board needed.

A Close Corporation is a small-business corporation with relaxed formalities: up to 50 shareholders, no board of directors required, shareholders can manage directly. Wyoming is the most popular state for close corporations due to its statute and low cost. Useful for closely-held family businesses, small partnerships needing C-Corp tax structure, and businesses wanting corporate liability protection with LLC-like flexibility.

Form corporation

All 50 states + DC 60-day money-back SOC 2 Type II

✦ ✦ ✦ ✦

Certificate No.00041

Shares1,000

Northbridge Holdings, Inc.

A Wyoming Close Corporation · Par value $0.001

This certifies thatR. Smithis the owner of One Thousand (1,000) fully paid and non-assessable shares of the Common Stock of the above-named close corporation, transferable only on the books of the corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly endorsed.

A. Mendez

President

WY
SEAL
1890

L. Carter

Secretary

How it works

How we handle Wyoming Close Corporation, end-to-end.

A Close Corporation is a small-business corporation with relaxed formalities: up to 50 shareholders, no board of directors required, shareholders can manage directly.

Use case fit

Close corporation useful for: small businesses wanting corporate structure without board formalities, closely-held family corporations, S-Corp election with shareholder-management flexibility. LLC is usually simpler unless you need corporate features specifically.

Articles of Incorporation

File Articles of Incorporation electing close corporation status under Wyoming statute. Specifies up to 50 shareholders, shareholder management option, transfer restrictions on shares.

Bylaws + shareholder agreement

Shareholder agreement is the core governance document for close corporations (replaces formal board meetings). Specifies decision-making, share transfer restrictions, exits, deadlock procedures.

EIN + state tax + S-Corp election (optional)

EIN obtained. If electing S-Corp tax treatment, file Form 2553 within 75 days. Wyoming does not impose state income tax.

What we'll set up for you

A clean handoff, in four steps.

You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.

01 · Name + Brand

A name that's actually available.

Real-time check against the state register, USPTO trademark database, and matching domains.

02 · State filing

Filed with the Secretary of State.

We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.

03 · Federal IDs

EIN + the right tax setup.

Federal Employer ID with the IRS, plus state tax accounts when your business needs them.

04 · Stay compliant

Registered Agent + deadline tracking.

Your agent on file in every state, with every renewal and annual report tracked in one calendar.

Pricing

Transparent wyoming close corporation pricing.

Government fees pass through at cost. No upsells.

Standard formation

$499

Close corp formation.

Articles of Incorporation electing close corporation status, bylaws, shareholder agreement, EIN, BOI report.

Get started

With S-Corp election

$599

Close corp + S-Corp tax election.

Close corp formation plus Form 2553 S-Corp tax election (filed within 75-day window). Combines close corp governance simplicity with S-Corp tax benefits.

Get started

Family business package

$999

Close corp + family wealth planning.

Close corp formation plus coordination with estate planning attorney for family business succession planning. Common for second-generation family business handoffs.

Get started

FAQ

About the Wyoming Close Corporation Service.

What is a Wyoming close corporation?

A Wyoming close corporation is a corporation with a small number of shareholders that can operate with fewer formalities than a standard corporation, often without a formal board or annual meetings, which suits closely held family or small-owner businesses. We form the corporation and set up the close-corporation provisions.

How is a close corporation different from a regular one?

A close corporation limits the number of shareholders, restricts share transfers to keep ownership tight, and can skip some formalities like a board and formal meetings, while a standard corporation follows full corporate procedures. It suits a small, tight ownership group, and we help you decide if it fits.

Who should use a close corporation?

Family businesses and small groups of owners who want the corporate form but simpler governance and tight control over who can become an owner. It is not for companies planning to raise from many investors, and we flag whether it or an LLC suits you better.

How is a close corporation taxed?

Like any corporation: it can be taxed as a C-corp by default or elect S-corp status if eligible, so the tax treatment is separate from the close-corporation governance choice. We help you pick the tax treatment that fits your ownership and profit.

What are the share transfer restrictions?

A close corporation typically restricts transferring shares, often requiring existing owners' approval or a right of first refusal, to keep ownership within the intended group. These restrictions are set in the charter and agreements. We draft them so control stays where you want it.

Is a close corporation better than an LLC?

It depends: an LLC offers similar tight ownership and flexible management with less formality and simpler taxes for most small businesses, so many owners choose an LLC instead. The close corporation suits those who specifically want the corporate form, and we help you weigh it.

Does Wyoming offer other advantages?

Wyoming is known for no state income tax, low fees, and strong privacy and asset-protection rules, which is why owners consider forming there, though operating elsewhere still means registering in your home state. We flag the home-state registration so the Wyoming choice is made with full information.

Can I convert an existing corporation to a close corporation?

Often yes, through a charter amendment adopting the close-corporation provisions and shareholder approval, so an existing small corporation can adopt the simpler structure. We handle the amendment so the change is properly documented.

Can File.Business form a Wyoming close corporation?

Yes: we form the Wyoming close corporation, draft the charter and transfer restrictions, set up governance, provide the agent and EIN, and flag any home-state registration, so your closely held business has the right structure and control provisions.

SOC 2 Type II audited

220,000+ businesses. 60-day money-back. State fees passed through at cost.

Your operating system, not a transaction

Every deadline auto-tracked across your entities. Compliance Score visible year-round.

Transparent pricing

No hidden fees. No upsells at checkout. State fees disclosed upfront.

Business Operating System

I'm starting something

I have a deadline

Something is changing

I need to prove / protect

Build with File.Business

I serve clients

I run a [industry]

I manage multiple entities

I'm integrating or referring

BosAI · your compliance brain

I want intelligence

I need communications

I run money & people

I operate at scale

State of Business Compliance 2026

I want to learn

I want to compare / calculate

I want to research deeper

I need help

Form a Wyoming Close Corporation. Up to 50 shareholders. No board needed.

How we handle Wyoming Close Corporation, end-to-end.

Use case fit

Articles of Incorporation

Bylaws + shareholder agreement

EIN + state tax + S-Corp election (optional)

A clean handoff, in four steps.

A name that's actually available.

Filed with the Secretary of State.

EIN + the right tax setup.

Registered Agent + deadline tracking.

Transparent wyoming close corporation pricing.

Standard formation

With S-Corp election

Family business package

About the Wyoming Close Corporation Service.

Start your business in the next 5 minutes.

I'm starting something

I have a deadline

Something is changing

I need to prove / protect

I serve clients

I run a [industry]

I manage multiple entities

I'm integrating or referring

I want intelligence

I need communications

I run money & people

I operate at scale

I want to learn

I want to compare / calculate

I want to research deeper

I need help

Form a Wyoming Close Corporation. Up to 50 shareholders. No board needed.

How we handle Wyoming Close Corporation, end-to-end.

Use case fit

Articles of Incorporation

Bylaws + shareholder agreement

EIN + state tax + S-Corp election (optional)

A clean handoff, in four steps.

A name that's actually available.

Filed with the Secretary of State.

EIN + the right tax setup.

Registered Agent + deadline tracking.

Transparent wyoming close corporation pricing.

Standard formation

With S-Corp election

Family business package

About the Wyoming Close Corporation Service.

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