Guide to Starting an S Corporation in Wyoming

By Larissa Bodniowycz, J.D.

Guide to Starting an S Corporation in Wyoming

By Larissa Bodniowycz, J.D.

A corporation is a business entity that limits the business owner's personal liability for business debts. Usually corporations are subject to double taxation. The corporation pays taxes on income and the owner's pay taxes on the same income on their personal income taxes.

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An S corporation is a type of corporation that allows pass-through taxation. Corporate income “passes through" to the individual owners and they are only taxed on their personal income taxes.

An S corporation is a solid entity choice for small business in Wyoming because it provides limited liability protection and allows pass-through taxation. Form an S corporation in Wyoming by following the state procedures for forming a corporation, then file an S corporation election with the IRS.

1. Choose Unique Business Name.

Decide on a unique name for your new business, one that is different from other companies registered in Wyoming. To check if it's already in use, conduct a business search on the Wyoming Secretary of State website.

The difference between your proposed business name and existing businesses is more than the abbreviation for the type of entity. For example, you cannot use the name “Jamie's Jeans, Inc.," if the name “Jamie's Jeans, LLC" is already registered in Wyoming.

2. Choose a Registered Agent and Address.

Your Wyoming corporation requires a registered agent, a person, or business within the state responsible for receiving service of process and other important documents. Include the registered agent's physical address, not a P.O. Box.

3. Prepare and File Formation Documents.

Complete and file the articles of incorporation and registered agent consent with the Secretary of State along with the required filing fee.

The articles of incorporation must include your corporation's name, registered agent, registered address, number of shares, mailing address, office address, name and address of the person creating the corporation, and email address for business-related notices. The Secretary of State's website lists the current filing fee.

You can file the articles, agent consent, and fee online or by mail. The Secretary of State usually processes online applications within five days. Mail applications take longer. If approved, the Secretary of State notifies you with a confirmation.

4. File S Corp Election.

Once you have formed a Wyoming Corporation, you must complete the IRS Election by a Small Business Corporation Form (Form 2553). Once approved by the IRS, your corporation converts to an S corporation. There are limitations on what corporations can elect S corporation status. However, most small businesses qualify.

File Form 2553 within two months and 15 days after it begins its first tax year. In limited circumstances, the IRS will allow a late election.

Create a Wyoming S corporation on your own or use an online service provider to form a corporation on your behalf.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.