Form a S-Corp in Wyoming
Everything you need to know about forming a S-Corp in Wyoming. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your Wyoming corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Conduct a name availability search on the Wyoming Secretary of State's online portal to confirm the name is not already in use.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Wyoming who is authorized to receive legal documents and official notices on behalf of the corporation. The registered agent can be an individual Wyoming resident or a registered commercial agent service.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Wyoming Secretary of State, which must include the corporate name, registered agent information, number of authorized shares, incorporator details, and the corporation's principal office address. File online via the Wyoming Secretary of State's business portal or by mail with the $100 filing fee.
1-2 hours
Adopt Corporate Bylaws
Draft and adopt internal corporate bylaws that govern the corporation's operations, including rules for shareholder meetings, board of directors responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are a legal requirement for Wyoming corporations and should be kept on file at the principal office.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct an initial organizational meeting of the board of directors to formally adopt bylaws, appoint officers, authorize issuance of stock, and address other organizational matters. Issue stock certificates to initial shareholders, keeping in mind S-Corp restrictions on the number and type of shareholders.
- •Obtain EIN and File IRS Form 2553 — Apply for a federal Employer Identification Number (EIN) from the IRS for free at IRS.gov, which is required for tax filing and opening a business bank account. To elect S-Corporation tax status, file IRS Form 2553 (Election by a Small Business Corporation) within 75 days of incorporation or by March 15 for the election to apply to the current tax year.
- •Register for Wyoming State Taxes & Obtain Licenses — Register with the Wyoming Department of Revenue for any applicable state taxes, including sales and use tax if selling taxable goods or services, and obtain any required state or local business licenses or permits relevant to your industry. Wyoming has no corporate income tax or personal income tax, simplifying state tax obligations for S-Corps.
Advantages
- ✓Wyoming has no state corporate income tax and no personal income tax, making S-Corp pass-through income entirely free from Wyoming state taxation at both the entity and shareholder levels.
- ✓Wyoming offers extremely strong asset protection and charging order protections, providing shareholders with an additional layer of liability shielding beyond standard corporate protections.
- ✓S-Corp status allows shareholder-employees to split income between reasonable salary and distributions, potentially reducing self-employment (FICA) tax liability compared to a sole proprietorship or partnership.
- ✓Wyoming has low annual maintenance costs, with a minimum annual report fee of just $60, and no franchise tax based on capitalization, making it cost-effective for small businesses.
- ✓Wyoming does not require corporations to publicly disclose shareholder or officer information beyond the registered agent, offering a higher degree of privacy than many other states.
Considerations
- •S-Corporations face strict IRS eligibility restrictions, including a maximum of 100 shareholders, only one class of stock allowed, and shareholders must be U.S. citizens or permanent residents, limiting flexibility for growth and outside investment.
- •Wyoming S-Corp shareholders who are employees must pay themselves a 'reasonable salary' subject to payroll taxes, adding administrative complexity including payroll processing, quarterly tax deposits, and W-2 filings.
- •Businesses operating primarily outside of Wyoming may face additional costs and administrative burdens, as they will need to foreign-qualify in their home state while also maintaining Wyoming compliance, effectively doubling some compliance requirements.
Annual Obligations
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