Form a Wyoming C Corporation or S Corporation with low costs, no state income tax, and strong business protections.
No State Income Tax: Wyoming has no corporate or personal income tax—keep more of your profits. Low Annual Costs: Just $62/year annual report fee, no franchise tax or minimum fees. Privacy Protection: Shareholder information is not publicly disclosed (directors/officers are). Business-Friendly: Modern corporate statutes, streamlined compliance, and supportive regulatory environment. S Corp Eligible: Wyoming corporations can elect S Corp taxation for pass-through treatment.
| Feature | Wyoming C Corp | Wyoming S Corp | Wyoming LLC |
|---|---|---|---|
| Taxation | Corporate tax (21% federal) + dividends taxed to shareholders (double taxation) | Pass-through: Profits/losses flow to shareholders' personal returns (no double tax) | Pass-through: Profits/losses flow to members' personal returns |
| Self-Employment Tax | N/A (pay yourself salary + dividends) | Only on salary (not distributions); can save 15.3% on distributions | All profits subject to SE tax unless electing S Corp |
| Ownership Restrictions | Unlimited shareholders, foreign shareholders OK, corporate shareholders OK | Max 100 shareholders, U.S. citizens/residents only, no corporate shareholders | Unlimited members, no restrictions |
| Stock Classes | Multiple classes (common, preferred, voting, non-voting) | One class of stock only (can have voting/non-voting) | Flexible membership interests |
| Raising Capital | ✅ Best for VC/PE funding, IPO potential | ❌ Limited (ownership restrictions deter investors) | ⚠️ Possible but less attractive to institutional investors |
| Formalities | Board meetings, shareholder meetings, minutes, bylaws | Same as C Corp (must maintain formalities to keep S election) | Flexible (operating agreement, optional meetings) |
| Asset Protection | Good (corporate veil protection) | Good (corporate veil protection) | Excellent (charging order protection) |
| Wyoming Annual Cost | $62 | $62 | $62 |
| Best For | Venture-backed startups, growth companies, international investors, future IPO | Small businesses, professional services, real estate, saving on SE tax | Real estate investors, holding companies, single owners, asset protection |
Example: Tech startup raising a seed round from accelerator and angel investors, planning Series A next year.
Tax Savings Example: If your business makes $150K profit, as LLC you'd pay ~$21K in SE tax. As S Corp paying yourself $80K salary + $70K distribution, you save ~$10K in SE tax on the distribution portion.
Example: Consulting firm with 3 U.S.-based partners, profitable, no plans to raise outside capital.
Note: Wyoming LLC can elect S Corp or C Corp taxation, giving you LLC asset protection + corporate tax treatment.
Example: Real estate investor holding multiple rental properties in separate LLCs for liability isolation.
A C Corporation is a separate legal entity owned by shareholders. It pays corporate income tax on profits (21% federal, 0% Wyoming), and shareholders pay tax on dividends received (double taxation). However, C Corps offer maximum flexibility for ownership, stock classes, and raising capital—making them the standard choice for venture-backed startups and companies planning to go public.
Why VCs prefer C Corps:
Conversion path: If you start as LLC or S Corp, you can convert to C Corp later—but it's cleaner to start as C Corp if VC funding is planned.
21% federal corporate tax (vs. up to 37% personal income tax) makes C Corps attractive if you plan to reinvest profits in the business rather than distribute them.
Wyoming bonus: 0% state corporate income tax, so you only pay the 21% federal rate.
Strategy: Growth companies can retain earnings for R&D, expansion, acquisitions at lower tax rate. Founders take modest salary + stock options (taxed only when exercised/sold).
C Corps can offer:
S Corps can only offer NSOs (not ISOs). LLCs have complex profit interest structures.
C Corps can have:
S Corp restrictions: Max 100 shareholders, U.S. citizens/residents only, no corporate shareholders.
How it works:
Mitigation strategies:
C Corps must maintain:
Failure to maintain formalities can lead to "piercing the corporate veil" (losing liability protection).
I handle steps 1-7 for you. See Services & Pricing tab for packages.
An S Corporation is a tax election, not a separate entity type. You form a Wyoming Corporation (C Corp by default), then elect S Corp status with the IRS by filing Form 2553. S Corps are "pass-through" entities: profits and losses flow through to shareholders' personal tax returns, avoiding double taxation. The key benefit: you can pay yourself a reasonable salary (subject to payroll taxes) and take additional profits as distributions (not subject to 15.3% self-employment tax), potentially saving thousands per year.
How it works:
Example calculation:
Important: Salary must be "reasonable" for your role/industry. IRS challenges unreasonably low salaries ($30K salary + $120K distribution would be flagged).
Unlike C Corps, S Corps have pass-through taxation:
Wyoming bonus: 0% state income tax, so you only pay federal income tax on your share of S Corp profits.
As a corporation, S Corps provide:
Note: Wyoming LLCs have stronger asset protection (charging order protection), but S Corps still provide solid liability shielding.
If you already have a Wyoming LLC, you can elect S Corp taxation without changing your entity:
This is often the best choice for single-owner profitable businesses: LLC simplicity + S Corp tax savings.
To qualify for S Corp status, you must meet ALL of these requirements:
Violation consequences: If you breach any requirement, S Corp election is automatically terminated. Corporation reverts to C Corp taxation (double taxation) retroactively.
IRS requires S Corp shareholder-employees to pay themselves "reasonable compensation" for services performed:
IRS audit risk: Low salary + high distribution is red flag. I recommend working with a CPA to document reasonable salary determination.
S Corps must:
Payroll costs: Budget $500-1,500/year for payroll processing service + CPA for 1120-S filing.
Avoid S Corp if:
Rule of thumb: S Corp tax savings typically outweigh added costs when profit exceeds $60-80K and you're a U.S.-based small business not raising outside capital.
To elect S Corp status for current year, you must file Form 2553 by the earlier of: (1) 2 months and 15 days after start of tax year you want election to take effect, or (2) 2 months and 15 days after forming your corporation. For calendar-year corporations: March 15 deadline. Miss this deadline? Election applies to following year. We can handle Form 2553 filing for you with our S Corp Conversion service.
Required for all Wyoming corporations. Includes:
Convert existing corporation (or LLC) to S Corp status:
Deadline reminder service included. Critical to file by March 15 for current-year election.
Attorney-drafted documents for multi-shareholder corporations:
I handle your Wyoming annual report filing:
Convert existing entity to Wyoming corporation:
Pricing varies based on entity type and complexity. Contact us for quote.
30-minute consultation to discuss:
Book via Calendly or email owner@terms.law.
After submitting: (1) We verify name availability within 1 business day. (2) You receive detailed quote and payment link. (3) Upon payment, we begin formation immediately. (4) All formation documents emailed upon state approval (3-5 days standard, 1-2 days expedited).
Whether you're choosing C Corp for venture funding or S Corp for tax savings, Wyoming offers the lowest costs and best benefits in the nation. Get started today with our streamlined formation process.