How to Start an S-Corp in Wyoming


Steve Goldstein
Steve Goldstein
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Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Start an S-corporation in Wyoming

Wyoming, popularly known as The Equality State, offers a bunch of benefits for business owners, especially the state capital Cheyenne has a lot to offer to the rising entrepreneurs in the state. If you want to start a business in Wyoming, you must choose an appropriate corporate structure. You can have a corporation or a sole proprietorship or set up an LLC in Wyoming. There are a few guidelines that you should be aware of when it comes to starting an S-Corporation. In Wyoming, S-Corporation is businesses’ most common corporate structure, especially start-ups. It was developed in order to give companies limited liability protection while preserving the advantages of being a distinct legal organization.

In this article, you will learn about how to start an s-corporation in Wyoming. You will also learn whether an s-corporate business structure suits your business. Please read all the points carefully before starting your business in Wyoming.

What is an S-Corp in Wyoming?

An S corporation (S-corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other business structures. It’s a tax classification that might result in significant financial savings for both corporations and LLCs but in different ways. S-corp is similar to LLC, except that the IRS treats it as a corporation for tax purposes.

If you want an S corp status for your business, you can always form an LLC to protect your personal assets from business debts. It takes some basic steps to have a successful s-corporation in Wyoming. S-Corps do pay corporate income taxes, but they are still treated as disregarded companies for federal tax purposes.

S-corps pay corporate taxes that LLCs do not have to pay. If you want to have an S-corp status, then we would recommend you have an LLC instead. This will protect your personal assets from your business liabilities and you don’t have to pay any corporate taxes.

–LLCBuddy Editorial Team

Limitation and Requirements of S-Corp in Wyoming

As you have decided to have an S-Corp structure for your business, you must know the limitations and requirements to qualify for S-Corp status. We have listed some important points to consider following for your reference-

  • Be a domestic corporation.
  • Not be an ineligible corporation, such as specific financial institutions, insurance providers, or domestic corporations engaged in overseas sales.
  • Have just one type of stock.
  • Have a maximum of 100 shareholders or members.
  • Have only permitted individuals, certain trusts, and estates as stockholders or members.

If you are qualified for the limitations and requirements, you can apply for an S-Corp in Wyoming.

How to Start an S-Corporation in Wyoming?

To create S-Corp in Wyoming, you must follow the below guidelines that include forming a business name, hiring a Registered Agent, filing your Articles of Organization, creating an operating agreement in Wyoming, requesting an EIN, filing a form 2553.

Step 1: Register a Business Name in Wyoming

After you have decided on the idea to start an S-Corp in Wyoming, deciding the name for your corporation is significant. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity.

If you want to set up an LLC, there is a complete guide on Wyoming LLC name guidelines for a proper LLC name. Here are some guidelines you must follow while naming your S-corp.

  • Avoid profanities
  • The name should be available, and no other entity should have the same name in Wyoming.
  • Limit of restricted words that need a license in Wyoming, for example, doctors, attorneys, etc.
  • Do not use a business name that sounds like a government agency or entity (like “police,” “county,” and “state”)

Step 2: Hiring the Wyoming Registered Agent

The next step in starting an S-corp in Wyoming is hiring a Wyoming Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents (such as subpoenas), all notices of lawsuits, and other official government correspondence in Wyoming. Forming an LLC and an S-corp will be easier if you have Registered Agent in Wyoming.

Step 3: File Your Wyoming Articles of Organization

The Articles of Organization is an important document to start your limited liability company (LLC). Wyoming Articles of Organization is a simple document that contains the business name and address as well as the name and address of the person who received lawsuits on behalf of the organization. In order for the “Articles of Organization” to be filed, you need to pay a filing fee to the state. In Wyoming, the filing fee is $100 (by mail and $102 online) .

In California, along with the Articles of Organization, you must send the Statement of Information to file your company. The statement of information is a mandatory document in California, but other states do not have this document.

Step 4: Creating an Operating Agreement in Wyoming

After you have filed your Articles of Organization in Wyoming, the next step is to create an LLC operating agreement in Wyoming. The Wyoming LLC operating agreement is essential and necessary since it will cover your corporation’s important documentation and rules. The operating agreements usually include the following-

  • Article I: Organization
  • Article II: Management and Voting
  • Article III: Capital Contributions
  • Article IV: Distributions
  • Article V: Membership Changes
  • Article VI: Dissolution

After creating the LLC operating agreement, you can benefit in several ways since it will discuss how decisions for the business will be made, including management and member voting structure. For more details about how an operating agreement works, please check Operating Agreement.

Step 5: Request for EIN in Wyoming

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Wyoming can be through the following:

  • Apply Online- You can apply for EIN online, the most desirable and fastest method for users.
  • Apply by Fax- Another method of obtaining EIN is to fax Form SS-4 (PDF) after entering all the correct information to (855) 641-6935.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

If you would like to be assisted in getting an EIN in the Internal Revenue Service, we can get your EIN for you. Our EIN service is quick and hassle-free. For more details about EIN for your business, check why you need EIN.

Step 6: File Form 2553 for Your S-Corp Business in Wyoming

Once you have obtained your EIN and Articles of Organization to form an S-Corp, you must file Form 2553, Election by a Small Business Corporation, to apply for S-corp status. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or not more than 75 days after the beginning of the tax year in which the election is to take effect.

If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, in order to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS. In Wyoming, you can send your form 2553 to the Department of the Treasury Internal Revenue Service Center – Ogden, UT 84201 Fax: 855-214-7520 .

Advantages of Starting an S-Corporation in Wyoming

Filing an S-Corp in Wyoming has numerous benefits and advantages.

  • Writing Off Losses: With S-corp, owners can deduct business losses from their individual income statements. If the company loses money in the first few years, it may balance its other sources of revenue. Even so, understand the shareholder loss limitations set by the IRS.
  • Pass-Through Taxation: Starting an S-Corp is the widely known advantage in forming this kind of business structure since an s-corp uses a pass-through taxation structure. The company does not pay twice the tax in this kind of taxation. Because of this structure, most start-ups and entrepreneurs in Wyoming apply for an S-Corp LLC.
  • Qualified Business Income Deduction: A qualified business income, or QBI, is the total of all qualified items of income, gain, deduction, and loss from any qualified trade or business, including S-Corp. With this, S corp owners may deduct up to 20% of their eligible earnings under the Tax Cuts and Jobs Act.

FAQs

What are the benefits of forming an S-Corp in Wyoming?
There are many advantages to forming an S-Corp in Wyoming. These include no personal income tax, no corporate income tax, and no state franchise taxes. Additionally, Wyoming offers flexible corporate laws and easy registration process.
How do I form an S-Corp in Wyoming?
To form an S-Corp in Wyoming, you must first register your business name with the Wyoming Secretary of State. You must also file Articles of Incorporation, submit to a background check, and obtain an employer identification number (EIN). You must also obtain the necessary licenses and permits.
How long does it take to form an S-Corp in Wyoming?
The process typically takes between 5-10 business days to complete.
What are the fees associated with forming an S-Corp in Wyoming?
The fees associated with forming an S-Corp in Wyoming vary depending on the type of business. Generally, the state filing fee is $100 and the federal filing fee is $75.
What documents are required to form an S-Corp in Wyoming?
To form an S-Corp in Wyoming, you must file Articles of Incorporation and obtain an employer identification number (EIN). You must also obtain any necessary licenses and permits.
Do I need to have a physical address in Wyoming to form an S-Corp?
Yes, you must have a physical address in Wyoming to form an S-Corp.
Do I need a registered agent in Wyoming to form an S-Corp?
Yes, a registered agent is required to form an S-Corp in Wyoming. The registered agent must be located in Wyoming and must be available to accept legal documents on behalf of the company.
Is there a minimum amount of capital required to form an S-Corp in Wyoming?
No, there is no minimum amount of capital required to form an S-Corp in Wyoming.
Are there any protections for shareholders of an S-Corp in Wyoming?
Yes, Wyoming law provides several protections for shareholders of an S-Corp. These include limited liability, protection of shareholder assets, and limited personal liability for corporate debts.
Can I form an S-Corp online in Wyoming?
Yes, you can form an S-Corp online in Wyoming. The process typically takes between 5-10 business days.
What taxes do I need to pay when I form an S-Corp in Wyoming?
When you form an S-Corp in Wyoming, you do not have to pay any personal income tax, corporate income tax, or state franchise taxes. However, you may be liable for certain federal taxes.
Can I transfer ownership of an S-Corp in Wyoming?
Yes, you can transfer ownership of an S-Corp in Wyoming. The process involves filing a certificate of transfer with the Wyoming Secretary of State.
What is the Wyoming Secretary of State?
The Wyoming Secretary of State is the state agency responsible for filing and maintaining business records. It is also responsible for issuing business licenses and permits.
What is an S-Corp in Wyoming?
An S-Corp in Wyoming is a type of business entity that is structured like a corporation, but passes the income from profits to shareholders, who then report the income on their individual tax returns.
What are the benefits of incorporating a business in Wyoming?
Incorporating a business in Wyoming offers several advantages, such as no corporate income tax, no franchise tax, no personal income tax and no inheritance tax. Additionally, Wyoming offers privacy protection, asset protection and flexibility in the management of the business.
What are the requirements to start an S-Corp in Wyoming?
To start an S-Corp in Wyoming, you must first file the Articles of Incorporation with the Wyoming Secretary of State, choose a business name, obtain a registered agent, adopt corporate bylaws, issue shares of stock, hold an initial board of directors meeting, obtain an Employer Identification Number (EIN) and obtain any necessary local or state licenses or permits.
What is a registered agent in Wyoming?
A registered agent in Wyoming is an individual or business authorized to receive legal documents on behalf of a corporation in the state. The registered agent must have a physical address in Wyoming, be available during regular business hours and be able to accept service of process.
What is the cost to file Articles of Incorporation in Wyoming?
The cost to file Articles of Incorporation in Wyoming is $100.
Does Wyoming require an annual report?
Yes, Wyoming requires corporations to file an annual report with the Secretary of State. The annual report is due by the first day of the corporation’s anniversary month and must include the name, address and contact information of the registered agent, the address of the corporation’s principal office, the names and addresses of the corporation’s directors, and the name of the registered agent.
Does Wyoming require corporations to hold an annual meeting?
No, Wyoming does not require corporations to hold an annual meeting, but it is recommended that corporations hold annual meetings to discuss company operations and any necessary changes.
What are the filing requirements for an S-Corp in Wyoming?
The filing requirements for an S-Corp in Wyoming include filing the Articles of Incorporation with the Wyoming Secretary of State, obtaining a registered agent, adopting corporate bylaws, issuing shares of stock, holding an initial board of directors meeting, obtaining an EIN, and obtaining any necessary local or state licenses or permits.
What are the legal requirements for a Wyoming S-Corp?
The legal requirements for a Wyoming S-Corp include filing the Articles of Incorporation with the Wyoming Secretary of State, obtaining a registered agent, adopting corporate bylaws, issuing shares of stock, holding an initial board of directors meeting, obtaining an EIN, and obtaining any necessary local or state licenses or permits.
What are the tax benefits of forming an S-Corp in Wyoming?
There are several tax benefits associated with forming an S-Corp in Wyoming, such as no corporate income tax, no franchise tax, and no personal income tax. Additionally, Wyoming offers privacy protection, asset protection and flexibility in the management of the business.
Does Wyoming require businesses to pay taxes?
Yes, businesses in Wyoming are required to pay taxes, such as sales and use taxes, gross receipts taxes, and property taxes.
Can I form an S-Corp in Wyoming online?
Yes, you can form an S-Corp in Wyoming online by filing the Articles of Incorporation with the Wyoming Secretary of State.
What is the annual fee for an S-Corp in Wyoming?
The annual fee for an S-Corp in Wyoming is $50.
Does Wyoming require corporations to have a Board of Directors?
Yes, Wyoming requires corporations to have a Board of Directors. The Board of Directors is responsible for overseeing the corporation’s operations and making decisions about the business.
Does Wyoming require corporations to keep detailed financial records?
Yes, Wyoming requires corporations to keep detailed financial records and make them available for inspection.
How does Wyoming protect the privacy of businesses?
Wyoming offers several measures to protect the privacy of businesses, such as not requiring the disclosure of shareholders’ names, not requiring the disclosure of board members’ names, not requiring the disclosure of officers’ names, and not requiring the disclosure of directors’ names. Additionally, Wyoming allows businesses to keep detailed financial records confidential.
Does Wyoming require businesses to obtain a business license?
Yes, depending on the type of business, Wyoming may require businesses to obtain a business license.
What type of businesses are prohibited from forming an S-Corp in Wyoming?
Businesses such as banks, insurance companies, and professional corporations are prohibited from forming an S-Corp in Wyoming.

Also Read

Why Wyoming S Corporation is So Important

One of the most compelling reasons to opt for an S Corporation in Wyoming is the protection it offers to shareholders’ personal assets. Unlike sole proprietorships and partnerships, where owners are personally liable for the debts and obligations of the business, S Corporations provide limited liability protection. This means that shareholders’ personal assets are shielded from business liabilities, reducing the risk of financial ruin in the event of a lawsuit or other legal issues. For business owners looking to safeguard their personal wealth and assets, choosing to establish an S Corporation in Wyoming is a wise decision.

Another key advantage of selecting an S Corporation in Wyoming is the potential for tax savings. S Corporations are unique in that they are not subject to corporate income tax at the federal level. Instead, profits and losses pass through to shareholders, who report them on their individual tax returns. This “pass-through” taxation can result in significant tax savings for business owners, as they may be able to avoid the double taxation typically associated with traditional corporations. Additionally, Wyoming does not have a state income tax, further enhancing the tax benefits of establishing an S Corporation in the state.

In addition to limited liability protection and tax advantages, forming an S Corporation in Wyoming can also enhance a company’s credibility and professionalism. S Corporations are subject to more rigorous regulatory requirements than sole proprietorships and partnerships, including the need to maintain formal corporate records and hold annual meetings of shareholders and directors. By adhering to these formalities, S Corporations can build a reputation for reliability and credibility, which can help attract investors, creditors, and customers. Additionally, the corporate structure of an S Corporation can give business owners a sense of legitimacy and professionalism, which can be crucial for long-term success.

Finally, selecting an S Corporation in Wyoming can offer flexibility and scalability for businesses looking to grow and expand. S Corporations have the advantage of being able to issue different classes of stock, allowing for diverse ownership structures and potential investment opportunities. This flexibility can be advantageous for businesses seeking capital infusion or strategic partnerships. Additionally, S Corporations in Wyoming have the option to convert to C Corporations in the future, providing a clear path for growth and expansion.

In conclusion, the decision to establish an S Corporation in Wyoming is a strategic one that can provide numerous benefits for businesses looking to protect their assets, save on taxes, enhance credibility, and achieve growth. By choosing to structure your business as an S Corporation in Wyoming, you can position yourself for long-term success and prosperity.

Conclusion

In conclusion, starting an S-corp in Wyoming is a strategic choice for entrepreneurs seeking the benefits of limited liability and favorable tax treatment. One can successfully establish an S-corp by following the outlined steps, including selecting a unique name, filing the Articles of Incorporation, obtaining necessary licenses, and adhering to state-specific regulations. Ultimately, this corporate structure offers a strong foundation for business growth and protection, making it a worthwhile consideration for those looking to launch a venture in Wyoming.

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