Guide to Starting an S Corporation in Wyoming

by David Carnes
You don't have to do business or have an office address in Wyoming to start a corporation there.

You don't have to do business or have an office address in Wyoming to start a corporation there.

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You form a Wyoming corporation by filing Articles of Incorporation with the Wyoming Secretary of State. If your corporation complies with federal "S corporation" restrictions, you may file for this status with the Internal Revenue Service after the corporation is formed. A Wyoming corporation may register to do business in any state.

Preparation

You must choose at least one incorporator, one registered agent and a name and office address for the corporation. The incorporator files the Articles of Incorporation and guarantees their accuracy. The registered agent receives the corporation's official correspondence and must have a Wyoming street address. The corporate name must be distinct from all other Wyoming businesses -- "Shiva Corp." may be unacceptable, for example, if "Shiva Partners" is already registered. The corporate name must include a term such as "Corporation" or "Inc." to notify the public of its limited liability. You can check the availability of your preferred name on the Wyoming Secretary of State website.

Formation

You must complete the Wyoming Articles of Incorporation, available on the Wyoming Secretary of State website. This form asks for the name of your corporation, the corporation's office and mailing addresses, the name and contact details for the incorporator, the number and class of the corporation's authorized shares and the corporation's purpose. To comply with S corporation requirements, do not list more than one class of shares. The incorporator must sign and date the form. Once you file the Articles of Incorporation with the Wyoming Secretary of State and pay the filing fee, the corporation will be legally formed.

After Incorporation

After you incorporate, you must draft corporate bylaws. The bylaws must contain provisions for the governance of the corporation, and must be kept on file at the corporation's office address. The incorporator must appoint one or more directors, and the director(s) must hold a formal organizational meeting. At the organizational meeting, the directors must approve the bylaws, issue shares and perform other necessary preliminary matters. To comply with S corporation requirements, the corporation must not issue shares to more than 100 shareholders, and must not issue shares to nonresident aliens, partnerships or other corporations.

S Corporation Election

To become an S corporation, the corporation must file Form 2553 with the IRS. There is no filing fee. Form 2553 requires basic information and must be signed by every shareholder. Once Form 2553 is filed, the corporation will not have to pay federal corporate income tax except on some forms of passive income. S corporation status offers no state tax advantages, since Wyoming does not assess a corporate income tax.