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An S Corporation is not a type of business entity. It is a federal tax classification available to qualifying corporations and LLCs that elect to have their business income pass through to shareholders for tax purposes.
The S Corp designation is governed by Subchapter S of the Internal Revenue Code. When you elect S Corp status, the business itself generally does not pay federal income tax. Instead, income, losses, deductions, and credits flow through to shareholders, who report them on their personal returns.[10]
In Wyoming, an S Corporation has no state income tax obligation. The S Corp pays no state-level individual or corporate income tax. Shareholders also have no Wyoming personal income tax on pass-through income. Wyoming entities do pay the annual License Tax administered by the Secretary of State, which is a property-based fee rather than an income tax.[1][5]
For business owners earning $60,000 or more in net business income, the S Corp election can provide meaningful federal self-employment tax savings. Only the salary you pay yourself as a W-2 employee is subject to Social Security and Medicare taxes; distributions beyond reasonable compensation are not. This is the primary reason to elect S Corp status in a no-income-tax state like Wyoming.[11]
| Action | Deadline | Notes |
|---|---|---|
| File IRS Form 2553 | Within 2 months and 15 days after the start of the tax year | For a January 1 tax year, the deadline is March 15. Late election relief may be available under IRS Rev. Proc. 2013-30.[3] |
| File Form 1120-S (Federal) | March 15 (calendar-year filers) | Distribute Schedule K-1s to shareholders. No Wyoming income tax return is required.[3][1] |
| File Annual Report and License Tax | On or before the first day of the anniversary month | Filed with the WY Secretary of State. License Tax is $60 minimum, or $0.0002 per dollar of WY-based assets, whichever is greater.[5] |
| File Sales/Use Tax Returns | Monthly, quarterly, or annually depending on volume | Required only if your S Corp sells tangible personal property or taxable services in Wyoming. State rate is 4%.[6] |
| Pay federal estimated tax | April 15, June 15, September 15, January 15 | Required if you expect to owe more than $1,000 in federal income tax. No Wyoming estimated tax is required. |
| Set up payroll | Before paying yourself a salary | Register with the Wyoming Department of Workforce Services for unemployment insurance and workers compensation.[8] |
An S Corp is a tax classification, not a standalone entity. You must have an active Wyoming corporation or LLC on file with the Secretary of State before you can elect S Corp tax treatment with the IRS.
If you want to form an LLC first, check this guide.
If you want to incorporate as a C Corp first, check this guide.
Already have an existing LLC or corporation? Move to Step 1.
Form 2553 must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect.[3]
Submit by mail or fax. No filing fee.
Mail to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201. Fax: 855-214-7520. Wyoming businesses route to the Ogden service center, not Kansas City.[7]
Because Wyoming has no state income tax, there is no state-level S Corp election. The federal Form 2553 election is the only S election required for a Wyoming entity.[1]
As an S Corp shareholder-employee, you must pay yourself a reasonable salary through W-2 payroll. The IRS scrutinizes S Corps that pay unreasonably low salaries to avoid payroll taxes. Even though Wyoming has no income tax, the federal 15.3% self-employment tax on the wage portion still applies and is the primary reason to elect S Corp status.
If you do not already have an EIN, apply at no charge on the IRS website (irs.gov). An EIN is a nine-digit federal ID used for tax filings, hiring employees, and opening business accounts.
Note: After obtaining your EIN, open a dedicated business bank account to keep your personal and business finances separate. This is essential to maintain your limited liability protection.
Wyoming corporations and LLCs must file an Annual Report with the Secretary of State on or before the first day of the anniversary month each year. The fee equals the annual License Tax: $60 minimum, or $0.0002 (two-hundredths of a cent) per dollar of assets located and employed in Wyoming, whichever is greater. E-filing is not permitted if the License Tax exceeds $500.[5]
File IRS Form 1120-S and distribute Schedule K-1s to all shareholders by March 15 (calendar-year filers). No Wyoming state income tax return is required.[3][1]
If you expect to owe more than $1,000 in federal income tax after withholding, pay quarterly estimated tax using Form 1040-ES. No Wyoming estimated tax is required.
If your S Corp sells tangible personal property or taxable services in Wyoming, register with the Wyoming Department of Revenue and collect 4% state sales tax (plus any applicable local option county tax). File returns monthly, quarterly, or annually depending on volume through the WY DOR portal.[6]
If you fail to file Form 2553 with the IRS on time, your S Corp election will not take effect for the current tax year. Your business will be taxed federally as a C Corporation (or as a sole proprietorship or partnership if the underlying entity is an LLC), costing you the federal self-employment tax savings until the next tax year.
The IRS offers late election relief under Revenue Procedure 2013-30. To qualify, you must file within 3 years and 75 days of the intended effective date, demonstrate reasonable cause, and confirm that the entity has consistently filed as if the S election were in effect.[3]
Because Wyoming has no state income tax, missing the federal deadline has no state consequences. There is no separate state late-election process.[1]
At the federal level, the S Corp election can be revoked by filing a statement of revocation with the IRS, signed by shareholders holding more than 50% of the outstanding shares. Once revoked, you generally cannot re-elect S Corp status for five years without IRS consent.[3]
Because Wyoming has no state income tax, revocation has no state consequences.[1]
Wyoming imposes no state individual or corporate income tax. S Corps in Wyoming file no state income tax return and pay no state income tax at the entity level. Shareholders also pay no Wyoming personal income tax on their pass-through share. This is a long-standing pillar of Wyoming tax policy and a major reason entrepreneurs domicile businesses in the state.[1]
The Wyoming Annual License Tax is the principal state-level fee on corporations and LLCs. It is filed and paid together with the Annual Report through the Secretary of State. The minimum License Tax is $60. Above the minimum, the tax is computed at $0.0002 per dollar of assets located and employed in Wyoming, whichever amount is greater. A business with no Wyoming-based assets owes the $60 minimum. The License Tax is governed by Wyo. Stat. Title 17 (Business Corporation Act and Limited Liability Company Act).[5]
Wyoming has no Pass-Through Entity (PTE) tax election because there is no state income tax to be capped or worked around. The federal SALT cap workaround is not available in Wyoming.[1]
Wyoming state sales tax is 4% on most tangible personal property and certain services, administered by the Wyoming Department of Revenue, Excise Tax Division. Counties may impose additional local option taxes that bring combined rates higher. Register through the WY DOR if your S Corp makes taxable sales.[6]
Wyoming does not impose a separate franchise tax measured on income or net worth. The Annual License Tax described above is the closest equivalent and is asset-based, not income-based.[5]
| Item | Cost |
|---|---|
| Articles of Incorporation (corporation) | $100[9] |
| Articles of Organization (LLC) | $100[9] |
| IRS Form 2553 filing | No fee[3] |
| Federal EIN (Form SS-4) | No fee |
| Annual Report and License Tax | $60 minimum, or $0.0002 per dollar of WY-based assets, whichever is greater[5] |
| Online filing credit card surcharge | 2.4% of filing fee, $1 minimum[9] |
| Registered Agent service (typical commercial) | $50 to $200 per year |
| Feature | S Corporation | LLC |
|---|---|---|
| Formation Document | Articles of Incorporation ($100) | Articles of Organization ($100) |
| Federal Tax Treatment | Pass-through (Form 1120-S) | Pass-through by default (Form 1065 or Schedule C) |
| Wyoming Tax Treatment | No state income tax | No state income tax |
| Annual Report and License Tax | $60 minimum (asset-based) | $60 minimum (asset-based) |
| Self-Employment Tax | Only on W-2 salary | 15.3% on all net earnings |
| Ownership Limits | Max 100 U.S.-person shareholders, one class of stock | Unlimited members, any type |
| Management | Directors and officers required | Flexible; member or manager managed |
| Reasonable Salary Required | Yes | No |
| PTE Election Needed | No (no state income tax) | No (no state income tax) |
| Annual Report Deadline | First day of anniversary month | First day of anniversary month |
| Best For | Owners earning $60K+ wanting federal SE-tax savings | Small businesses prioritizing simplicity and asset protection |
Because Wyoming has no state income tax, the S Corp question in Wyoming is purely about federal self-employment tax savings. Use this guide:
| Net Business Income | Recommendation |
|---|---|
| Under $40,000 | An S Corp likely does not make sense. Federal payroll and compliance costs typically erase the savings. |
| $40,000 to $60,000 | Borderline. Run the numbers with a CPA. |
| $60,000 to $100,000 | Usually saves $2,000 to $5,000 per year in federal self-employment taxes. |
| $100,000 to $200,000 | Strong candidate. Savings often $5,000 to $10,000+ per year. |
| Over $200,000 | Almost always advantageous unless you have specific reasons (foreign investors, IPO plans) to remain a C Corp or LLC. |
Keep in mind that Wyoming entity costs are unusually low. With $100 formation, $60 minimum License Tax, and modest registered agent fees, total annual compliance often runs $200 to $500 (excluding payroll and CPA fees). The complete absence of state income tax plus low filing fees make Wyoming one of the most cost-effective states to operate an S Corp.
| Requirement | Details |
|---|---|
| Form 1120-S (Federal) | Due March 15. Reports S Corp income. Distribute K-1s to shareholders. |
| Annual Report and License Tax (WY SOS) | Filed on or before the first day of the anniversary month. $60 minimum, asset-based.[5] |
| Form 941 (Federal Payroll Tax) | Filed quarterly. |
| Form 940 (Federal Unemployment Tax) | Filed annually by January 31. |
| Wyoming UI quarterly wage report | Quarterly unemployment insurance wage report filed with the Wyoming Department of Workforce Services.[8] |
| W-2s and 1099s | Distributed by January 31. Filed with IRS and Social Security Administration. |
| Federal Estimated Tax Payments | Quarterly federal estimated tax if expected liability exceeds $1,000. |
| Sales/Use Tax Returns (if applicable) | Monthly, quarterly, or annually depending on volume. State rate 4%.[6] |
| Registered Agent Maintenance | Keep registered agent and Wyoming physical street address current with the Secretary of State.[4] |
Bibliography
[1] Wyoming Department of Revenue. Revenue.wyo.gov (No State Income Tax). Accessed May 18, 2026.
[2] Wyoming Secretary of State. Business and UCC Center. Accessed May 18, 2026.
[3] IRS. Instructions for Form 2553. Accessed May 18, 2026.
[4] Wyoming Secretary of State. Wyoming Registered Agents Act (Wyo. Stat. Title 17, Ch. 28). Accessed May 18, 2026.
[5] Wyoming Secretary of State. Annual Report and License Tax Filing. Accessed May 18, 2026.
[6] Wyoming Department of Revenue. Excise Tax Division (Sales and Use Tax, 4%). Accessed May 18, 2026.
[7] IRS. Where to File Your Taxes (for Form 2553). Accessed May 18, 2026.
[8] Wyoming Department of Workforce Services. Unemployment Insurance Employer Registration. Accessed May 18, 2026.
[9] Wyoming Secretary of State (WyoBiz). Instructions to Form or Register a New Business (Fee Schedule). Accessed May 18, 2026.
[10] IRS. S Corporations. Accessed May 18, 2026.
[11] Social Security Administration. Contribution and Benefit Base (Wage Base for SE Tax). Accessed May 18, 2026.
Official Resources
