Wyoming S‑Corporations: Formation, Annual Reports, and Federal S‑Election

Wyoming is widely regarded as a business‑friendly jurisdiction, but “S‑corporation” status is a federal tax classification, not a state legal form. In practice, most Wyoming S‑corps are either a Wyoming corporation that timely filed a federal S‑election or a Wyoming LLC that elected to be taxed as a corporation and then filed a federal S‑election. Wyoming offers straightforward entity formation options, while the federal S‑election and filing requirements are governed by the IRS (see the IRS Instructions for Form 2553 and the Wyoming Secretary of State’s entity overview) Instructions for Form 2553 (12/2020) The Choice is Yours (Wyoming SOS).

Forming and maintaining a Wyoming entity

• Formation is streamlined and low‑cost:

  • Filing fee for a Wyoming profit corporation or LLC is $100 (nonprofits $50); foreign (out‑of‑state) entities qualifying to do business in Wyoming pay $150 for a certificate of authority Wyoming Business Division Fee Schedule.

  • Online filings are available and the company is “active as soon as the online filing process is completed”; paper filings are processed in order received (no expedited service) and may take up to 15 business days How to Create a Wyoming Company.

• Registered agent requirement: Every entity must maintain a Wyoming registered agent at a physical address in Wyoming (a P.O. Box may be listed only in addition to a physical address) How to Create a Wyoming Company.

• Naming rules: The Secretary of State requires distinguishable names and provides guidance on words that are not distinguishable and restricted words requiring additional approvals (see naming guidance and resources on the SOS FAQs) SOS FAQs—Business Entities.

• Annual report and Wyoming license tax: Due every year on the first day of the anniversary month of formation. The fee is the greater of $60 or two‑tenths of one mill ($0.0002) times the “capital, property and assets” located and employed in Wyoming, determined under specific valuation rules and reported through the annual report worksheet How to Create a Wyoming Company Annual Report and License Tax Rules.

• Wyoming’s valuation rules require: Use the county assessor’s “assessed value” for buildings/improvements and land; use balance‑sheet value net of accumulated depreciation for depreciable assets with no assessed value; and use the assessed gross products value for depletable assets Annual Report and License Tax Rules.

• Secretary of State portal & forms: File formations, annual reports, reinstatements, and other actions at the SOS online services portal; annual report links and most business forms are posted centrally Forms & Publications—Business (Wyoming SOS).

Foreign (out‑of‑state) S‑corps transacting in Wyoming

A foreign entity must obtain a Wyoming certificate of authority before transacting business in the state. Wyoming lists activities that do not constitute “transacting business” (e.g., maintaining bank accounts, internal meetings, isolated transactions lasting less than 30 days, interstate commerce). Doing business without authority may trigger back taxes and penalties under Wyoming law SOS FAQs—Doing Business in Wyoming.

Federal steps that Wyoming S‑corp owners still need to complete

• Employer Identification Number (EIN): Obtain an EIN for a new entity or when required for filing and elections; apply online, by fax, or by mail using Form SS‑4 Get an Employer Identification Number (IRS).

• S‑corporation election: File Form 2553 with shareholder consents. For Wyoming filers, submissions go to the IRS Ogden, UT service center (fax accepted). Late‑election relief is available when requirements are met (label the form “FILED PURSUANT TO REV. PROC. 2013‑30”) Instructions for Form 2553 (12/2020).

• Federal S return due date and e‑file: Form 1120‑S is due the 15th day of the 3rd month after the S‑corp’s tax year ends (for calendar years, March 15; March 17 in 2025 because March 15 falls on a Saturday). For returns required to be filed on or after January 1, 2024, S‑corps must e‑file Form 1120‑S if they file 10 or more returns of any type during the year (income, information, employment, excise), unless a waiver is granted 2024 Instructions for Form 1120‑S.

Practical benefits and constraints in Wyoming for S‑corp owners

• Low formation cost and fast online activation: At $100 to form and immediate online activation when filing electronically, Wyoming is cost‑effective and operationally efficient at the Secretary of State level Wyoming Business Division Fee Schedule How to Create a Wyoming Company.

• Predictable, asset‑based annual fee: Wyoming’s annual report/license tax is transparent and relatively low for entities with limited in‑state assets (minimum $60), though it scales with the value of assets located and employed in Wyoming Annual Report and License Tax Rules.

• Clear foreign qualification framework: If you operate from outside Wyoming but have Wyoming nexus, the state’s “not transacting business” list helps determine whether a certificate of authority is required or whether your activities remain outside that threshold SOS FAQs—Doing Business in Wyoming.

• No expedited filing service at SOS: Plan ahead for paper filings because the Secretary of State processes them in order received and does not offer expedited processing (online is immediate) How to Create a Wyoming Company.

• Name clearance discipline: Wyoming’s “distinguishability” standards are strict; confirm name availability carefully to avoid rejections or additional fees for corrections, and secure any necessary approvals for restricted words (see SOS FAQs naming resources) SOS FAQs—Business Entities.

What Wyoming does—and doesn’t—change about S‑corps

• S‑corp eligibility and taxation are federal: Wyoming does not alter the federal S‑corporation qualification rules (domestic entity, ≤100 shareholders, eligible shareholders, one class of stock) or the federal pass‑through regime. You still must file Form 2553 and, if the entity is newly formed or reclassified, obtain an EIN via Form SS‑4 Instructions for Form 2553 (12/2020) Get an Employer Identification Number (IRS).

• Ongoing federal compliance remains: File Form 1120‑S by the federal deadline, comply with e‑file thresholds, and deliver Schedule K‑1s to shareholders 2024 Instructions for Form 1120‑S.

Step‑by‑step checklist for a Wyoming S‑corp

• Form the Wyoming entity (LLC or corporation) and appoint a Wyoming registered agent; pay the $100 filing fee; file online if you want immediate activation Wyoming Business Division Fee Schedule How to Create a Wyoming Company.

• Obtain an EIN (Form SS‑4) if you don’t already have one Get an Employer Identification Number (IRS).

• Make the federal S‑election on Form 2553 (signed by all shareholders); Wyoming filers send to the Ogden, UT service center (fax permitted). If late, evaluate relief under Rev. Proc. 2013‑30 Instructions for Form 2553 (12/2020).

• Calendar Wyoming annual reports for the first day of the anniversary month; calculate the license tax using the Wyoming asset‑based rules and pay at least the $60 minimum How to Create a Wyoming Company Annual Report and License Tax Rules.

• File the federal 1120‑S by the 15th day of the 3rd month after year‑end and e‑file if you meet the 10‑return threshold; deliver Schedule K‑1s to shareholders 2024 Instructions for Form 1120‑S.

• If your out‑of‑state S‑corp starts doing business in Wyoming, determine if you must obtain a Wyoming certificate of authority (review the “not transacting business” safe harbors) SOS FAQs—Doing Business in Wyoming.

Resources

• Wyoming Secretary of State business home and online services: filings, annual reports, and forms Forms & Publications—Business.

• Fees and annual report/license tax rules: filing fees and asset‑based worksheet guidance Wyoming Business Division Fee Schedule Annual Report and License Tax Rules.

• Foreign qualification: certificate of authority criteria and “not transacting business” list SOS FAQs—Doing Business in Wyoming.

• Federal S‑corp filings: Form 2553 instructions and 1120‑S due dates/e‑file rules Instructions for Form 2553 (12/2020) 2024 Instructions for Form 1120‑S.

• EIN application: IRS EIN application page (Form SS‑4) Get an Employer Identification Number (IRS).

By focusing on Wyoming’s low formation costs, predictable asset‑based annual fees, and straightforward filing infrastructure—while meeting the federal S‑corp requirements and deadlines—owners can capture the administrative benefits Wyoming offers without compromising S‑corporation tax status Wyoming Business Division Fee Schedule Annual Report and License Tax Rules Instructions for Form 2553 (12/2020) 2024 Instructions for Form 1120‑S.

This essay is not tax advice. Always consult a qualified tax professional for your specific situation.