How to Start an S Corp in Wyoming

Factors to Consider Before Starting an S Corp in Wyoming

Before forming an S corp, you have to consider the following factors:

• Is an S corporation the best strategy for your business?
• S corporation restrictions
• Are S corp tax advantages right for you?

Is an S Corporation the Best Strategy for Your Business?

For help with choosing the right structure for your business, visit our Choosing a Business Structure guide.

S Corporation Restrictions

S corps have several restrictions, such as being limited to one class of stock and 100 shareholders. Read our What Is an S Corporation guide for full details.

Are S Corp Tax Advantages Right for You?

An S corporation is a tax designation that can be elected by a limited liability company (LLC) or corporation. With an S corp, business owners are considered employees of the company and must receive a reasonable salary. Since all S corps technically have employees, the s corp must run payroll. 

In order to benefit from a Wyoming S corp tax designation, your business needs to make enough money to offset payroll expenses. Furthermore, S corps are beneficial for business owners who take large distributions in addition to their salary.

To learn more about the tax advantages of an S corp, read our LLC vs. S corp guide and take a look at our S Corp tax calculator.

How to Form a Wyoming S Corp

There are two main ways to start an S corp:

• By forming an LLC and electing S corp tax status from the IRS when you request your employee identification number (EIN)
• By forming a corporation and electing S corp status from the IRS

We recommend forming an LLC because it’s simpler and more cost-effective.

Not in Wyoming? Check out our other How to Start an S Corp guides to learn more.

Recommended: If you have an existing LLC, visit our How to Convert an LLC to S Corp guide.

Steps for Forming an LLC and Electing S Corp Status in Wyoming

Starting a Wyoming LLC and electing S corp tax status is easy. You can use our guides to start an LLC with the S corp status yourself, or you can hire a service provider like Northwest to guide you through this process.

There are five basic steps to start an LLC and elect S corp status:

Step 1: Name Your LLC

Step 2: Choose a Registered Agent

Step 3: File the Articles of Organization

Step 4: Create an Operating Agreement

Step 5: Get an EIN and File Form 2553 to Elect S Corp Tax Status

Step 1: Name Your LLC

Choosing a company name is the first and most important step in starting your LLC in Wyoming.

Be sure to choose a name that complies with Wyoming naming requirements and is easily searchable by potential clients.

1. Follow the naming guidelines for a Wyoming LLC:

• Your name must include the phrase “limited liability company” or “limited company” or one of their abbreviations (LLC, L.L.C., LC, L.C.). The word “limited” can be abbreviated as “ltd.,” and the word “company” can be abbreviated as “co.”
• A low profit limited liability company must contain one of the following: L3C, l3c, low profit ltd. liability company, low profit ltd. liability co., or low profit limited liability co.
• Your name cannot imply that the LLC is organized for a purpose other than one outlined in its articles of organization.
• Your name cannot contain a word or phrase that implies the LLC is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, or the Nonprofit Corporation Act.
• You must have approval from the state Division of Banking to include any of the following words (or words of similar meaning): bank, banker, banc, bancorp, bancorporation, banque, banquers, banco, banca, trust.
• You must have approval from the state Department of Education to include any of the following words: academy, college, educate, education, educational, institute, institution, school, or university.
• The Wyoming Secretary of State requires an additional review of names that begin with the letter “A” followed by a space or punctuation, contain special characters, or are in a language other than English.
• Your name must be distinguishable from any existing business in the state. This includes Wyoming reserved names.
• You can read more information from the How to Choose a Company Name guide on the Wyoming Secretary of State website.

You can also read the Wyoming state statute about LLC naming guidelines for more information.

2. Is the name available in Wyoming? Make sure the name you want is available by doing a business entity search on the Wyoming Secretary of State website.

3. Is the URL available? We recommend checking to see if your business name is available as a web domain. Even if you don’t plan to create a business website today, you may want to buy the URL in order to prevent others from acquiring it.

Step 2: Choose Your Wyoming Registered Agent

You must elect a registered agent for your Wyoming LLC.

An LLC registered agent will accept legal documents and tax notices on your LLC’s behalf. You will list your registered agent when you file your LLC’s Articles of Organization.

Many business owners choose to hire a registered agent service. Many of these services will form your LLC for a small fee and include the first year of registered agent services for free.

Wyoming Registered Agent Consent to Appointment

Registered agents in Wyoming must consent to their appointment using the Consent to Appointment by Registered Agent form.

The statement of consent should include:

• The registered agent’s name
• The registered office address
• The LLC’s name
• The registered agent’s signature
• The effective date

The consent statement should be filed along with your LLC’s formation documents if filing by mail. If filing electronically, you will need to check a box confirming that your registered agent has signed the form.

Step 3: File the Wyoming LLC Articles of Organization

The Wyoming Articles of Organization is used to officially register an LLC.

File Your Wyoming Articles of Organization

OPTION 1: File Online With the Wyoming Secretary of State

File Online

– OR –

OPTION 2: File by Mail

Download Form

State Filing Cost: $102 online and $100 by mail, payable to the Secretary of State (Nonrefundable)

Mailing Address:
Wyoming Secretary of State
2020 Carey Ave., Suite 700
Cheyenne, WY 82002

Step 4: Create an LLC Operating Agreement

An LLC operating agreement is a legal document that outlines the ownership and member duties of your LLC.

For more information, read our Wyoming LLC Operating Agreement guide.

Our operating agreement tool is a free resource for business owners.

Step 5: Get an EIN and Complete Form 2553 on the IRS Website

An EIN is a number that is used by the US Internal Revenue Service (IRS) to identify and tax businesses. It is essentially a Social Security number for a business.

EINs are free when you apply directly with the IRS.

Elect S Corp Tax Status
During the online EIN application, the IRS will provide a link to Form 2553, the Election By a Small Business form.

Visit our Form 2553 Instructions guide for detailed help with completing the form.

This is the form to elect S corp tax status for your LLC:

Keep Your Wyoming S Corp Compliant

Getting your Wyoming S corp off the ground is an exciting step, but staying compliant with state and federal regulations is essential to maintain your business in good standing. Below are the most critical steps to ensure your Wyoming S corp remains compliant.

File the BOI Report

As part of federal requirements, all LLCs and corporations must file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). This report ensures transparency by providing information on who owns or controls your business. Keeping this information current is vital for complying with federal laws.

You can submit the BOI report through the FinCEN website.

Open a Business Bank Account

Separating your business finances from your personal accounts is crucial for maintaining liability protection for your S corp. A dedicated business bank account helps keep your financial records clean and ensures compliance with both state and federal regulations.

Check out our recommendations in this Best Banks for Small Business guide to find a bank that meets your needs.

Obtain the Necessary Business Licenses and Permits

Wyoming doesn’t have a statewide general business license, but your S corp may still need specific permits or licenses based on your industry and the local jurisdiction where you operate. These licenses help ensure your business complies with state and local regulations.

For more details on what licenses you might need, check out our Wyoming Business License guide.

Submit Your Annual Report

Each year, Wyoming LLCs (including those taxed as S corps) must file an Annual Report with the Wyoming Secretary of State. This report updates your business’s information, including your principal address and registered agent. The Annual Report is due by the first day of your LLC’s anniversary month each year, and failure to file can lead to penalties or administrative dissolution.

You can submit your Annual Report online at the Wyoming Secretary of State’s Business Center.

Understand Wyoming’s S Corp Tax Responsibilities

Wyoming is one of the few states that doesn’t impose a state income tax, making it an attractive location for S corporations. However, your S corp will still be subject to federal income taxes, and, depending on your business activities, there may be other state taxes to consider.

For more information on your tax obligations, visit the Wyoming Department of Revenue.

Fulfill Wyoming Sales and Use Tax Requirements

Wyoming has a 4% general sales tax, and certain sales of goods and services may be subject to additional local sales and use taxes. If your business engages in retail sales or offers services, you may need to collect and remit these taxes.

Learn more about sales and use tax requirements by visiting the Wyoming Department of Revenue’s Sales/Use/Lodging Tax page.