S-Corp Election in Wyoming: Form 2553 (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

To elect S-corporation status in Wyoming you file IRS Form 2553 - a purely federal election - no later than 2 months and 15 days after the beginning of the tax year it is to take effect, or at any time during the preceding tax year. Wyoming has no individual or corporate income tax, so the election changes only your federal bill; the annual report license tax is unaffected.

Quick Answer

Form: IRS Form 2553, Election by a Small Business Corporation
Deadline: 2 months and 15 days after the tax year begins, or any time in the prior year
Late relief: Rev. Proc. 2013-30 - within 3 years and 75 days, with reasonable cause
Eligibility: 100 shareholders max, one class of stock, no nonresident alien shareholders
Wyoming income tax: None - no individual or corporate income tax
Annual report license tax: $60 minimum, or $0.0002 per dollar of Wyoming assets, whichever is greater

What the S-Corp Election Is

An S corporation is a federal tax election, not an entity type. It is made under section 1362(a) of the Internal Revenue Code by a corporation, or by an LLC eligible to be treated as a corporation. Your Wyoming LLC remains an LLC on the Secretary of State's records; what changes is how the IRS taxes it.

The mechanism that saves money is the treatment of owner compensation. Under default rules, an LLC owner pays self-employment tax of 15.3% on all net earnings. Under an S election, the owner-employee takes a reasonable salary subject to payroll taxes, and remaining profit can be distributed without self-employment tax. That gap is the whole financial case.

"Reasonable" is the guardrail. The IRS challenges S corporations that pay token salaries and route everything else through distributions, and it can recharacterise those distributions as wages with penalties and interest. See S-corp vs LLC for the full comparison before filing.

Eligibility Requirements

The Internal Revenue Code limits who may hold S corporation stock. The entity may have no more than 100 shareholders; only individuals, estates, certain trusts, and tax-exempt organisations under section 401(a) or 501(c)(3) may own stock; nonresident alien shareholders are prohibited; and there may be only one class of stock, disregarding differences in voting rights. Spouses and family members can be treated as a single shareholder.

Some entities are ineligible outright - banks using the reserve method for bad debts, insurance companies taxed under subchapter L, and domestic international sales corporations. For a Wyoming LLC the two practical traps are the one-class-of-stock rule, which an operating agreement with preferred or disproportionate distributions can breach, and non-resident-alien ownership, which is fatal. Wyoming's popularity with international founders makes the second trap unusually common here: an LLC owned by a non-resident alien simply cannot be an S corporation, whatever the tax arithmetic would suggest.

The Filing Deadline and Late Relief

Form 2553 must be filed either no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the preceding tax year. The two-month period starts on the first day of the tax year and ends 15 days after the close of the second calendar month following that month - mid-March for a calendar-year business electing from January 1.

The form must be signed by an authorised corporate officer - president, vice president, treasurer, or another officer such as a tax officer authorised to sign. Without a signature the election is not treated as timely filed. All shareholders must consent.

Missing the window is recoverable. Rev. Proc. 2013-30 grants late-election relief where the entity files within 3 years and 75 days of the intended effective date, shows reasonable cause for the delay, and shows that shareholders reported their income consistently with S corporation status for all affected years. Relief is requested on the same Form 2553 with an explanation attached.

How to File Form 2553

Form 2553 is filed by mail or fax to the IRS service centre designated for your state; the IRS maintains a "Where to File Your Taxes for Form 2553" page, and the addresses changed in 2019, so confirm the current one. There is no standalone e-file route.

Before filing, make sure the entity exists and holds an EIN, because the form asks for the legal name and EIN exactly as the IRS holds them. Send certified with return receipt or keep the fax confirmation. The IRS acknowledges acceptance with a CP261 notice; if it has not arrived in about 60 days, follow up rather than assume the election took.

Wyoming Has No Income Tax

Wyoming does not have an individual or corporate income tax. There is therefore no Wyoming return for an S corporation to file and no state-level consequence to the election at all - unlike states that either impose an entity-level tax on S corporations or require a separate state election. Wyoming's revenue comes from mineral taxes, sales and use tax, and property tax rather than income.

This makes the S-corp analysis in Wyoming unusually clean: the only variables are federal self-employment tax saved versus payroll and accounting costs incurred. It also means that people who form a Wyoming LLC while living elsewhere should be careful - your home state's income tax will generally still apply to income you earn there, and forming in Wyoming does not change that.

The Wyoming Annual Report License Tax Is Unaffected

Wyoming's one recurring state charge on an LLC is the annual report license tax, and the S election does not touch it. The tax is $60 or two-tenths of one mill on the dollar ($0.0002), whichever is greater, measured against assets located and employed in Wyoming - so an entity with $300,000 or less in Wyoming assets pays the $60 minimum.

The report is due on the first day of the anniversary month of formation: an entity first filed on May 15 files by May 1 each year. If the annual report is not filed within sixty days following the due date, the entity is administratively dissolved - a harsh and automatic consequence that catches out-of-state owners who never see the reminder. Keep your registered agent current for exactly this reason, and see how to form an LLC in Wyoming for the surrounding filings.

Is the Election Worth It?

An S election adds genuine overhead: payroll for the owner-employee with withholding, federal employment tax deposits, quarterly Form 941 filings, and W-2s; a separate federal return on Form 1120-S; and Schedule K-1s to shareholders. Most owners end up paying a payroll provider and a tax preparer for work they previously handled alone.

So the decision is about scale. Where profit sits well above a defensible salary for the work you do, the self-employment tax saving usually outweighs the overhead; below that it usually does not. Model it with the self-employment tax calculator rather than relying on a rule of thumb, and remember that Wyoming's zero income tax means none of the saving is clawed back at state level.

After the Election

Once accepted, the election continues automatically until revoked or terminated - there is no annual refiling. It can, however, terminate inadvertently if an eligibility rule is broken: admitting an ineligible shareholder, exceeding 100 shareholders, or creating a second class of stock through an amended operating agreement. Review the operating agreement's distribution provisions after electing.

Everything on the Wyoming side carries on unchanged: the annual report and license tax on your anniversary month, your registered agent, and any local licensing. If circumstances change, see how to dissolve an LLC, and check terminology in the glossary. For the wider federal picture see business tax basics and what an LLC is.

Frequently Asked Questions

How do I elect S-corp status in Wyoming?

You file IRS Form 2553, Election by a Small Business Corporation, with the IRS. It is a federal election, so there is no separate Wyoming filing and no state election form. The form must be signed by an authorised corporate officer and consented to by all shareholders, then mailed or faxed to the designated IRS service centre.

When is the Form 2553 deadline?

File no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the preceding tax year. For a calendar-year business electing from January 1, that means filing by roughly mid-March of the same year.

What if I miss the Form 2553 deadline?

Rev. Proc. 2013-30 provides late-election relief where you file within 3 years and 75 days of the intended effective date, show reasonable cause for the delay, and show that shareholders reported income consistently with S corporation status for all affected years. You request it on the same Form 2553 with an explanation attached.

Does Wyoming tax S corporations?

No. Wyoming has no individual or corporate income tax, so there is no Wyoming income tax return for an S corporation and no state-level consequence to the federal election. Wyoming's recurring charge on an LLC is the annual report license tax, which is unaffected by how the entity is taxed federally.

What is the Wyoming annual report license tax?

It is $60 or two-tenths of one mill on the dollar, $0.0002, whichever is greater, measured against assets located and employed in Wyoming. An entity with $300,000 or less in Wyoming assets pays the $60 minimum. The report is due on the first day of the anniversary month of formation.

Can a non-US resident elect S-corp status for a Wyoming LLC?

No. S corporations may not have nonresident alien shareholders, so an LLC owned by a non-resident alien cannot make the election regardless of how attractive the tax arithmetic looks. This is a common obstacle in Wyoming because the state is popular with international founders forming US entities.

Sources

IRS - About Form 2553, Election by a Small Business Corporation (election under section 1362(a); filing address changed in 2019).
IRS - Instructions for Form 2553 (2 months and 15 days rule; officer signature; 100-shareholder limit; one class of stock; no nonresident alien shareholders; Rev. Proc. 2013-30 relief within 3 years and 75 days).
IRS - S Corporations.
IRS - About Form 1120-S (S corporation income tax return).
IRS - Self-Employment Tax (15.3% rate).
IRS - Limited Liability Company (LLC) (entity classification).
Wyoming Secretary of State - Business Entities FAQs ($60 minimum license tax or $0.0002 per dollar; anniversary-month due date; dissolution after 60 days).
Wyoming Secretary of State - Annual Report and License Tax Rules.
Wyoming Secretary of State - Annual Report filing.
Wyoming Department of Revenue - Wyoming Department of Revenue.
State of Wyoming - About Wyoming (no individual or corporate income tax).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the IRS and the Wyoming Secretary of State before acting.