UNDERSTANDING S CORPORATIONS IN WYOMING
🚨 CRITICAL CLARIFICATION
An S Corporation is not a separate business entity type—it's a federal tax election. According to the IRS, S corporations are "corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes."
The U.S. Small Business Administration confirms that "an S corporation, sometimes called an S corp, is a special type of corporation that's designed to avoid the double taxation drawback of regular C corps. S corps allow profits, and some losses, to be passed through directly to owners' personal income without ever being subject to corporate tax rates."
💡 WHY CHOOSE WYOMING FOR YOUR S CORP?
Wyoming offers compelling advantages for S Corporation formation. According to the Wyoming Secretary of State, the state requires minimal formation documentation and offers low filing fees for corporations.
- ✓ Low filing fees - $100 for profit corporation Articles of Incorporation
- ✓ Business-friendly regulations - Minimal ongoing requirements
- ✓ Privacy protection - Officers and directors don't need to be listed in public filings
- ✓ No expedited fees required - Wyoming statutes do not allow for expedited filing, but standard processing is efficient
STEP 1: FILE ARTICLES OF INCORPORATION
Required Information for Articles of Incorporation
According to Wyoming Business Corporation Act, your Articles of Incorporation must include specific mandatory elements. The Wyoming Secretary of State provides guidance on forming corporations.
Corporate Name Requirements:
- • Must be distinguishable from existing Wyoming entities
- • May include corporate designators, though not required in Wyoming
- • Must comply with Wyoming Business Corporation Act naming provisions
- • Cannot infringe on registered trademarks
Essential Filing Information:
- • Corporate name and any trade names
- • Registered agent name and Wyoming street address (P.O. boxes not accepted)
- • Principal office address
- • Authorized shares and par value information
- • Incorporator name and address
- • Email address for official correspondence (required under certain circumstances per W.S. 17-28-104(e))
- • Corporate purposes (can be general)
Wyoming Registered Agent Requirement
Wyoming law mandates that every corporation maintain a registered agent with a physical street address in Wyoming. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
Registered Agent Options:
- • Individual Wyoming resident
- • Domestic or foreign business entity authorized to transact business in Wyoming
- • Must maintain Wyoming physical address (P.O. boxes not acceptable)
Filing Process and Fees
According to the Wyoming Secretary of State fee schedule, profit corporations have specific filing requirements and costs.
Filing Methods:
- 💻 Online Filing: Through Wyoming Business Center portal for domestic profit corporations
- 📮 Mail Filing: Send to Wyoming Secretary of State, Herschler Building East, 122 W 25th Street, Suite 101, Cheyenne, WY 82002-0020
Filing Fees:
- 💰 Articles of Incorporation: $100.00
- 💳 Online filings: Visa or MasterCard accepted with $3.75 convenience fee
- 📧 Mail filings: Check or money order payable to "Wyoming Secretary of State"
STEP 2: ELECT S CORP TAX STATUS WITH IRS FORM 2553
After your Wyoming corporation is approved, you must file IRS Form 2553 "Election by a Small Business Corporation" to elect S Corp tax treatment.
⚠️ CRITICAL TIMING REQUIREMENTS
According to IRS instructions for Form 2553:
- New Corporations: File no more than 2 months and 15 days after the beginning of the tax year the election is to take effect
- Existing Corporations: File anytime during the tax year preceding the tax year the election is to take effect
- Late Elections: Relief may be available for reasonable cause within 3 years and 75 days of the effective date
S Corp Eligibility Requirements
According to IRS guidelines, your corporation must meet these requirements:
- • Be a domestic corporation
- • Have only allowable shareholders (individuals, certain trusts, and estates)
- • Have no more than 100 shareholders
- • Have only one class of stock
- • Not be an ineligible corporation (certain financial institutions, insurance companies, etc.)
- • No nonresident alien shareholders
Form 2553 Filing Process
Required Information:
- • Corporation's Employer Identification Number (EIN)
- • Effective date of election
- • All shareholders must consent by signing and dating the form
- • Corporate officer authorized to sign must execute the form
Filing Methods:
- • Mail or fax only (cannot file electronically)
- • Address varies by principal business office location
- • Processing time: approximately 60 days for IRS acknowledgment
STEP 3: OBTAIN FEDERAL EIN
Every Wyoming corporation needs an EIN from the IRS. You must have an EIN before filing Form 2553.
How to Obtain EIN:
- ✓ Apply directly with IRS online (free and immediate)
- 📮 Apply by mail or fax (takes several weeks)
- 🏢 SBA guidance notes that businesses must obtain federal tax IDs
ONGOING COMPLIANCE REQUIREMENTS
🏛️ WYOMING ANNUAL REPORTS
According to Wyoming statutes, all Wyoming corporations must file annual reports to maintain good standing.
- Due Date: First day of anniversary month of incorporation
- Filing Fee: $60 or $0.0002 per dollar of Wyoming assets, whichever is greater
- Late Filing: No late fees, but dissolution possible if 60+ days overdue
- Filing Methods: Online through Wyoming Business Center or by mail
🇺🇸 FEDERAL S CORP REQUIREMENTS
- • File annual Form 1120S by March 15
- • Pay shareholders reasonable salaries (subject to payroll taxes)
- • Issue Schedule K-1 to all shareholders
- • Maintain corporate formalities
The SBA notes that S corp shareholders who work in the business must receive reasonable compensation.
COST BREAKDOWN FOR WYOMING S CORPORATION
💰 MANDATORY GOVERNMENT COSTS
| Requirement | Cost | Authority |
|---|---|---|
| Articles of Incorporation (Wyoming) | $100 | WY Secretary of State |
| IRS Form 2553 | FREE | IRS |
| Federal EIN | FREE | IRS |
| Wyoming Annual Report | $60+ | WY Secretary of State |
💼 OPTIONAL COSTS
- • Registered Agent Service (if not serving as own agent)
- • Professional filing assistance
- • Legal/accounting consultation
- • Business licenses (varies by business type and location)
TIMELINE FOR S CORP FORMATION
Typical Timeline:
1. File Articles of Incorporation:
- • Online filing available for domestic profit corporations
- • Standard processing (no expedited options available per Wyoming statutes)
2. Obtain EIN from IRS:
- • Online application: Immediate
- • Mail application: 4-6 weeks
3. File Form 2553 within deadline:
- • Must be completed within 2 months and 15 days
- • Processing: 60 days for acknowledgment
4. Ongoing compliance:
- • Annual reports due each anniversary month
- • Federal tax returns due March 15
TAX BENEFITS AND IMPLICATIONS
💰 S CORP TAX ADVANTAGES
Pass-Through Taxation:
According to the IRS, S corporations avoid double taxation as profits and losses flow through to shareholders' personal returns.
Self-Employment Tax Savings:
The SBA explains that S corporation status can provide tax savings compared to C corporation treatment, particularly regarding Medicare taxes on investment income.
🏛️ WYOMING STATE TAX BENEFITS
- • No state income tax on corporations or individuals
- • Annual report fees typically minimal ($60 for most businesses)
KEY RESOURCES & CONTACT INFO
🏛️ WYOMING SECRETARY OF STATE
Website: wyobiz.wyo.gov
Phone: (307) 777-7311
Address: Herschler Building East, 122 W 25th Street, Suite 101, Cheyenne, WY 82002-0020
Fee Schedule: Business Division Filing Fees
🏛️ INTERNAL REVENUE SERVICE
Form 2553 Instructions: IRS.gov/instructions/i2553
S Corporation Info: IRS S Corp Guide
EIN Applications: IRS EIN Online
🇺🇸 U.S. SMALL BUSINESS ADMINISTRATION
Business Structure Guide: SBA.gov Business Structure Guide
Registration Guidance: SBA.gov Register Your Business
💡 FINAL RECOMMENDATION
Wyoming S Corporation formation involves both state incorporation requirements and federal tax elections. The SBA recommends consulting with qualified professionals for tax and legal guidance specific to your business situation.
Sources: Wyoming Secretary of State, Internal Revenue Service, U.S. Small Business Administration
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