S corporations (also known as Subchapter S corporations) are corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income at the entity level.
To qualify for S corporation status, the corporation must meet the following requirements:
Be a domestic corporation
• Have only allowable shareholders
o may be individuals, certain trusts, and estates, and
o may not be partnerships, corporations, or non-resident alien shareholders
• Have no more than 100 shareholders
• Have only one class of stock
• Not be an ineligible corporation (i.e., certain financial institutions, insurance companies, and domestic international sales corporations).
In Wyoming, as in other states, S corporations are recognized as a business structure that allows corporations to pass income directly to shareholders, thereby avoiding double taxation. To be considered an S corporation in Wyoming, the entity must be a domestic corporation, restrict its shareholders to allowable individuals, certain trusts, and estates (excluding partnerships, other corporations, and non-resident aliens), have no more than 100 shareholders, have only one class of stock, and not fall into the category of ineligible corporations such as certain financial institutions, insurance companies, and domestic international sales corporations. The election for S corporation status is made through the IRS with Form 2553 and must comply with both federal regulations and state statutes. Wyoming does not have a state income tax, which means that S corporations in Wyoming are not subject to state tax on their income at the corporate level. However, shareholders must still report their share of the corporation's income on their personal tax returns and are taxed at their individual rates at the federal level.