Moving Michigan corporate stock into a Wyoming Statutory Trust (WST) is essentially a re-titling process. You aren’t moving the “business” to Wyoming physically; you are moving the ownership of that business into the trust’s name.
Here is the step-by-step process to execute this correctly:
1. Create the Wyoming Statutory Trust (WST)
Before you can move stock, the trust must exist.
- Trust Agreement: Work with an attorney to draft a trust agreement that specifies whether this is a Grantor or Non-Grantor trust.
- Certificate of Trust: File this with the Wyoming Secretary of State.
- Trustee: To get Wyoming’s privacy and tax benefits, you typically need a Wyoming-qualified trustee (a resident or a trust company).
2. Check the Michigan Corporation’s “Bylaws”
Before transferring shares, read your Michigan corporation’s Bylaws or Shareholders’ Agreement.
- Look for “Transfer Restrictions.” Some corporations require the Board of Directors to approve any transfer of shares.
- If you are the sole owner, you simply sign a Corporate Resolution authorizing the transfer of your shares to the Wyoming trust.
3. Execute an “Assignment of Stock”
This is the legal “bridge” that moves the asset. You will sign a document (often called a Stock Power or Assignment Separate from Certificate) that states:
“I, [Your Name], hereby sell, assign, and transfer unto [Name of Wyoming Statutory Trust] ### shares of [Name of Michigan Corp].”
4. Re-Issue the Stock Certificates
In Michigan, corporate ownership is tracked in the Stock Ledger.
- Cancel: Take your old physical stock certificate (if you have one) and mark it “Cancelled.”
- Issue: Create a new certificate issued to: “[Trustee Name], as Trustee of the [Name of Trust], dated [Date].”
- Ledger Update: Update the corporation’s internal stock transfer ledger to reflect that the Wyoming Trust is now the owner of record.
5. File a “Qualified Transfer Affidavit” (Crucial for Wyoming)
Wyoming law (W.S. § 4-10-710) requires that when you move assets into a trust for protection, you must sign a Qualified Transfer Affidavit. This document swears that:
- You are not trying to defraud creditors.
- You will remain solvent after the transfer.
- The assets aren’t from illegal activities.
- There is no pending litigation against you.
6. Update Tax Filings (The BOI Report)
Under federal law (the Corporate Transparency Act), you must update your Beneficial Ownership Information (BOI) report with FinCEN within 30 days of this change. You must report that the Wyoming Trust (and its trustees/beneficiaries) now holds the interest in the Michigan corporation.
Summary Checklist
| Task | Document Required |
|---|---|
| Trust Setup | Wyoming Certificate of Trust |
| Corporate Approval | Board Resolution / Minutes |
| Asset Transfer | Assignment of Stock / Stock Power |
| Ownership Proof | New Stock Certificate & Ledger Entry |
| Legal Compliance | Wyoming Qualified Transfer Affidavit |
| Federal Compliance | Updated FinCEN BOI Report |
A Note on “Nexus”: Moving the ownership to Wyoming does not necessarily stop Michigan from taxing the corporation’s profits if the business is still operating in Michigan. This setup usually protects the equity and provides privacy, but “doing business” in Michigan still creates a tax nexus there.
Are you moving these shares primarily for lawsuit protection or to avoid Michigan state taxes on a future sale of the company?