How to Form an S Corporation in Wyoming


If you’re thinking about starting a company, you may be wondering if an S corporation is right for you. This is a type of business entity that doesn’t have shareholders, so it’s often chosen by small businesses and freelancers who want tax advantages and liability protection without having to deal with the paperwork of forming a corporation. An S corporation is also a good choice if you’ve already started your business as either a sole proprietorship or partnership because these other types of entities can’t always transition easily into an S corp. If all this sounds appealing, keep reading! Here’s how to form an S corporation in Wyoming:

Determine Whether an S Corporation is the Right Choice

Before you delve into the process of forming an S corporation in Wyoming, it is important to determine whether or not your business would benefit from this structure. An S corporation is a business that is owned by shareholders, but it reports its profits and losses on its own tax return instead of on those of the owners. The key advantage to this form of ownership is that any income that is passed through to owners does not incur self-employment taxes (Social Security and Medicare). If your company uses employees, you will have to pay payroll taxes for them each quarter, as well as annually pay unemployment insurance premiums on behalf of all employees unless they are considered “shareholders” in which case they are exempt from doing so along with FICA (Federal Insurance Contributions Act) payments being made towards Social Security & Medicare benefits.

Choose a Business Name

To form an S corporation in Wyoming, you must choose a business name that meets the state’s requirements. Your name must be unique and available to register with the Secretary of State (Wyoming), and it must not be reserved or registered as a d/b/a (doing business as).

There are few special considerations when choosing a corporate name for your Wyoming S corporation:

  • Use of certain words is prohibited in your business moniker. These include “bank,” “incorporated,” “corporation,” “limited” or any abbreviations of those words, such as INC., CO., L.L.C., LLP, etc.
  • The only word that can appear after the word “company” is “limited liability company” (LLC).

File Articles of Incorporation

  • File “Articles of Incorporation” with the Secretary of State of Wyoming. This is done by filing Form 25 with the Secretary of State and paying $100.
  • File Form 25 with the IRS, state tax commission and other agencies that govern certain industries (e.g., insurance). If you’re forming an S corporation in a certain industry or business sector that requires licensing or registration with a state agency (such as real estate salespeople), then you must also register for those licenses after filing Form 25 with either the secretary of state or applicable governing entity (e.g., Department of Commerce). To avoid penalties and fees associated with failing to complete these steps within a reasonable amount of time after incorporation, make sure you consult an attorney before proceeding further down this path!

Create a Corporate Bylaw

In order to legally form an S corporation, you must create a corporate bylaw that details how the business will operate. This document outlines the roles and responsibilities of officers, directors and shareholders. These individuals are referred to as “shareholders” even though they do not purchase shares of stock. Instead, they receive dividends based on their percentage share in the company’s profits—for example, if your S corporation makes $100,000 in profit and has three shareholders who each own 25 percent of it, each shareholder would receive $25,000 in dividends.

File Form 2553

The first step in forming an S corporation in Wyoming is to file Form 2553 with the IRS. The form is a declaration by your business that it wishes to be taxed as an S corporation. It also includes instructions on how to file your state’s Articles of Incorporation and other required documents for becoming an S corporation.

Once you’ve filed Form 2553, you’ll need to complete and submit a second type of IRS form: IRS Form 2553-EZ (for Small Businesses) or IRS Form 2553 (for larger businesses). These are essentially identical except that they require different information based on whether your business has been classified as small or large by the IRS.

Once both forms have been submitted, you’ll be ready to move on!

Follow the State’s Requirements

You can form an S corporation in any state, but you have to make sure to follow all of the state’s requirements. State requirements vary, so you should contact your Secretary of State’s office before forming your company.

You can also find out what the requirements are by visiting the IRS website.


We hope this guide has helped you understand how to form an S corporation in Wyoming. If you have any questions about the process or what it means for your business, please conta

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