How to Start an S Corp in Wyoming

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.

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 Tailor Brands 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.

Wyoming S Corp Annual Report

Wyoming requires all corporations and LLCs to file an annual report with the Secretary of State. Although you elected S corp status, your business must follow all guidelines in place for an LLC. Your annual report is due on the anniversary of your business’s formation. 

Visit our Wyoming Annual Report guide for a step-by-step overview of the filing process.

Wyoming S Corp Taxes

S corporations benefit from pass-through taxation, meaning the business’s profits pass-through to S corp owners’ individual tax returns. S corp owners make money from their reasonable salary and distributions, and Wyoming S corp owners can expect to pay the following taxes:

Federal Self-Employment Taxes

Self-employment taxes cover social security and medicare. The self-employment tax rate is 15.3%, and money you take as salary will be subjected to the self-employment tax. However, distributions are not subjected to this tax.

Federal Income Taxes

Your federal income taxes will depend on your tax bracket, and the cutoffs for individual tax brackets as well as the percent owed will change each year. Both your salary and distributions are subjected to federal income tax.

Wyoming Income Taxes

Wyoming is one of only nine states that doesn’t levy a state income tax. This reduces the tax burden on many small businesses and their owners, allowing you to keep more of your income. With more savings, you’ll have the ability to reinvest your income back into your business to boost growth and encourage a healthy business environment.

Wyoming Sales and Use Tax

The state sales and use tax in Wyoming is set at 4%. The state’s cities may impose additional sales taxes if approved through a vote of their citizens. To learn more, visit the Wyoming Department of Revenue website.  

Additional State Taxes

Your business also may need to pay some additional taxes. The Wyoming Department of Revenue provides details on a number of state-specific taxes. Some examples of taxes this state may require small businesses to pay include:

• Mineral Tax
• Cigarette and Tobacco Tax
• Alcoholic Beverages Tax
• Wind Electricity Tax
• Rented or Leased Mobile Machinery Tax

Visit the Wyoming Department of Revenue website for more information.

Wyoming Local Taxes

Every local municipality — from Cheyenne and Jackson to any of Wyoming’s smaller cities — may have its own taxes for which you’ll need to file and pay. Check the local government’s website to ensure your business is in good standing with local laws.