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Business entity conversion in Wyoming

If you feel that your existing business structure is not beneficial in the existing environment or marketplace and if you plan to change your business structure then what is the best option? This article deals with the solution of business entity conversion also known as statutory conversion and provides information on what Wyoming entity conversion is and how to change or convert your business entity in this state.

Business Entity Conversion in Wyoming

Change is universal – businesses change and business owners change or shift from one business to another. Sometimes, businesses evolve and expand while at other times, businesses change their existing structure to enjoy tax cuts and other benefits. It is like changing from a limited partnership to a C corporation or from an LLC to an S Corporation. This type of change is made possible through the process of business entity conversion in Wyoming.

What is a change of business entity?

A change of business entity is also known as business entity conversion or statutory conversion. A Wyoming entity conversion is considered as a legal process of converting your existing business entity to another business entity without the need to dissolve the existing business or form a new business.

For example: If you have a business corporation then you can choose conversion of corp to llc in Wyoming and for that you will not be required to dissolve the corporation or form a new limited-liability company. In this scenario, the business corporation will be the converting entity while the limited liability company will be the converted entity.

Normally, there are two types of business entity changes that take place and they are non-entity changes like business name change and entity changes like business structure and ownership changes. A business structure change is also known as business entity conversion in Wyoming and the reasons for such a change may include the following:

  • Tax purposes
  • Liability protection
  • Integrating new shareholders
  • Incorporating new investors

It is important to understand that each business entity change will be different as it will be driven by its own distinctive set of circumstances. However, any entity can opt to change their business structure like conversion of llc to corp in Wyoming or vice-versa by filing for conversion in the original or foreign state or jurisdiction of their formation or incorporation.

How do I change my business entity in Wyoming?

If you are thinking of business entity conversion in Wyoming then you will be required to follow the process for the converting entity i.e., if you are converting a corporation to LLC then the process may be different based on Wyoming statutes as compared to conversion of llc to corp in Wyoming.

Wyoming entity conversion is governed by WY Stat § 17-26-101 (1997 through Reg Sess) – This means that any domestic or foreign business entity will be able to apply for Wyoming business conversion or can convert to any other domestic or foreign business entity pursuant to this section of the statutes.

Do you need help with business entity change in Wyoming?

Converting Corporation to LLC in Wyoming

If you have a business corporation and want to apply for a change from Wyoming entity conversion to a limited liability company then the following steps will help you understand how the process works.

Note: There are different types of corporations and different forms of LLCs like C and S corporations, single-member and multi-member LLCs etc. The following steps are for conversion from a simple C Corporation to an LLC.

  • Step#1: You have to first get approval from the shareholders of the corporation for business entity conversion in Wyoming
  • Step#2: Pursuant to WY Stat § 17-29-1006 (2015) and WY Stat § 17-26-101 (1997 through Reg Sess), conversion of corp to llc in Wyoming will require you to file “Articles of Organization”, which should include:
    • A statement that the corporation is being converted to a limited-liability company
    • The former name or the name of the corporation
    • The state and date of incorporation
    • A statement confirming that this Wyoming entity conversion has been adopted through the unanimous vote of all the shareholders. If the votes are less than unanimous then you will have to mention the percentage or number required for approving this Wyoming business conversion and also mention the number of votes that were for as well as against conversion.
    • The filing fee of $100 along with the application

Converting LLC to Corporation in Wyoming

If you own a limited liability company and want to apply for a Wyoming entity conversion to convert your existing LLC to a business corporation then the following steps will help you understand how the process works.

  • Step#1: You have to first get approval from the existing members of your LLC for business entity conversion in Wyoming
  • Step#2: Pursuant to WY Stat § 17-29-1009 (2016) and WY Stat § 17-26-101 (1997 through Reg Sess), conversion of llc to corp in Wyoming will require you to file “Articles of Incorporation” pursuant to WY Stat § 17-16-202 (2013). You will also need to file the following along with the Articles of Incorporation:
    • A statement underlining the fact that your LLC is being converted to a corporation
    • The former name or name of the limited liability company
    • The state and date of organization or LLC formation
    • A statement confirming that this Wyoming entity conversion has been adopted through the unanimous vote of all the members. If the votes are less than unanimous then you will have to mention the percentage or number required for approving this Wyoming business conversion and also mention the number of member votes that were for as well as against conversion.
    • The filing fee of $100 along with the application

Converting Partnership to Limited Partnership in Wyoming

How does the process work when you want to convert a partnership entity into a Limited Partnership (LP) in Wyoming? The process is almost similar to that of conversion of llc to corp in Wyoming except for the documents to be submitted. The following steps will help you convert from a partnership to a Limited Partnership (LP) business entity conversion in Wyoming.

  • Step#1: You have to first get approval from all the existing partners of the partnership business entity or the percentage as specified for Wyoming entity conversion in the partnership agreement pursuant to WY Stat § 17-21-901 (1997 through Reg Sess).
  • Step#2: Once this Wyoming business conversion has been approved by the partners of the concerned entity; the partnership will be required to file a “certificate of limited partnership” pursuant to Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-14-301. You have to include the following information for Wyoming entity conversion:
    • A statement confirming the fact that your partnership entity is being converted to a limited partnership business
    • The former name of the partnership
    • The state and date of formation of the partnership entity
    • A statement confirming that this Wyoming business conversion has been adopted through the unanimous vote of all the partners. If the votes are less than unanimous then you will have to mention the percentage or number required for approving this business entity conversion in Wyoming and also provide information pertaining to the number of partner votes for and against this conversion.
    • A filing fee of $100.00

Converting Limited Partnership to Partnership in Wyoming

If you are already operating as a Limited Partnership (LP) business in Wyoming, how do you convert it into a partnership entity? The process is almost similar to that of conversion of corp to llc in Wyoming except for business specific documents that need to be submitted. The following steps will help you with a Limited Partnership (LP) to a partnership business entity conversion in Wyoming.

  • Step#1: Notwithstanding specific provisions mentioned in a limited partnership agreement; the terms and conditions pertaining to this Wyoming entity conversion of a limited partnership (LP) to a partnership has to be approved by all its partners pursuant to WY Stat § 17-21-902 (1997 through Reg Sess).
  • Step#2: Once this Wyoming business conversion has been approved by all the partners; the limited partnership (LP) will have to cancel their “certificate of limited partnership” pursuant to WY Stat § 17-14-303 (through 2012). The conversion from Limited Partnership to Partnership in Wyoming can take effect only after the certificate of limited partnership (LP) has been canceled
  • Step#3: There is a fee of $50.00 for cancellation of “certificate of limited partnership”

Converting Profit Corporation to Non Profit Corporation in Wyoming

There are circumstances and requirements that may drive a profit corporation to convert to a non-profit corporation but what is the process for this type of Wyoming entity conversion? The process is simple and as follows:

  • Step#1: A profit corporation will be able to convert to a nonprofit corporation by simply filing amended articles of incorporation pursuant to WY Stat § 17-19-1806 (through 2012)
  • Step#2: While preparing the amendment, it is important to ensure that the amendment indicates this Wyoming business conversion or change from profit to non-profit. It should also include nonprofit requirements like whether the said corporation will be a religious, mutual or public benefit corporation.
  • Step#3: Provide information on whether the non-profit corporation will have members and how its assets will be distributed post dissolution
  • Step#4: Submit the amendment along with a filing fee of $50.00. Once the status is changed or the business entity conversion in Wyoming takes place, nonprofit formation fees will be applicable.

Note: You will not require any approval from the office of the attorney general for this type of Wyoming business conversion.

Converting Non Profit Corporation to a Profit Corporation in Wyoming

If you are operating a non-profit corporation and intend to convert to a profit corporation, what is the process? The process of Wyoming entity conversion for the same is simple and the requirements are as follows:

  • Step#1: A mutual benefit nonprofit corporation will be able to apply for and undergo the process of Wyoming business conversion by filing the “articles of amendment” pursuant to WY Stat § 17-19-1807 (through 2012)
  • Step#2: While preparing the amendment, ensure it highlights information pertaining to this Wyoming business conversion or change from nonprofit to for profit.
  • Step#3: Provide information on the number of authorized sharesthe converted corporation has the authority to issue
  • Step#4: Submit the amendment along with a filing fee of $75.00. Once the status is changed or the business entity conversion in Wyoming takes place, the profit corporation fees will be applicable.

Note: You will not require any approval from the office of the attorney generalfor this type of Wyoming entity conversion.

How does IncParadise help you?

There may be several reasons for business entity conversion in Wyoming although different business types have different conversion requirements governed by Wyoming statutes. We at IncParadise can provide meaningful assistance in the process for changing your Wyoming business entity.

IncParadise has a physical presence in Wyoming to cater to requirements of different types of businesses. Our team of expert and experienced professionals based out of our office in Casper, WY are equipped to handle any of your business queries.

We also provide an array of additional services for your Wyoming business including amendment of Articles necessary for conversion, Wyoming Dissolution if required, and foreign qualification among others. You can take advantage of our Wyoming virtual office as well as mail forwarding services in Wyoming.

Do you want to expand or move your business to Wyoming?