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ENTITY TYPE

What is an S-Corp?

A tax election that can save you thousands of dollars in self-employment taxes, ideal for profitable businesses with consistent earnings.

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Important clarification

S-Corp is NOT a separate entity type at the state level. It is a tax election made with the IRS (Form 2553) after forming an LLC or Corporation. You first form the legal entity in your state, then elect S-Corp taxation to gain tax benefits.

Definition

An S-Corporation is a special tax status granted by the IRS that allows the company's profits, losses, deductions, and credits to pass directly to shareholders for federal tax purposes, avoiding the double taxation of a traditional C-Corp.

The main benefit of electing S-Corp is that the owner can pay themselves a reasonable salary (subject to payroll taxes) and receive the rest of the profits as distributions, which are not subject to the 15.3% self-employment tax.

What is it for?

The S-Corp election mainly serves to reduce the tax burden of profitable businesses, allowing income to be split between salary and distributions, reducing the total self-employment tax paid.

Reduce self-employment tax on distributions
Maintain the limited liability protection of your LLC or Corp
Pass profits and losses directly to owners (no double taxation)
Provide additional credibility with banks and investors
Allow health benefit deductions for owner-employees
Facilitate ownership transfer through shares

How does the process work?

1

Form your LLC or Corporation

You first need a state-level legal entity (LLC or C-Corp) before you can elect S-Corp status.

2

File Form 2553 with the IRS

This free form formalizes your S-Corp tax election. It must be filed within the first 75 days of the tax year.

3

Establish a reasonable salary

The IRS requires you to pay yourself a "reasonable" salary based on your industry before taking additional distributions.

4

Process payroll for your salary

You will need a payroll system to pay payroll taxes on your salary as an employee.

5

File corporate taxes (Form 1120-S)

Annually, the S-Corp files its own informational return with the IRS.

Advantages and Disadvantages

Advantages

  • Significant savings on self-employment taxes on distributions
  • Maintains limited liability protection
  • No double taxation (unlike C-Corp)
  • Health benefit deductions for owner-employees
  • Greater credibility for established businesses

Disadvantages

  • !Requires processing payroll, adding cost and complexity
  • !IRS closely scrutinizes that the "reasonable salary" is fair
  • !Limit of 100 shareholders, all must be US citizens or residents
  • !Can only have one class of stock
  • !Requires filing an additional tax return (1120-S)
  • !Tax benefits are only meaningful with consistent, significant profits

Who should elect S-Corp?

  • Businesses with consistent net profits of $40,000+ per year
  • Owners already operating as an LLC looking to save on taxes
  • Consultants and professionals with stable income
  • Businesses with few owners (fewer than 100 shareholders)
  • Companies ready to process formal payroll

When is it NOT the best option?

  • If your business is just starting with few profits
  • If you do not want the complexity and cost of processing payroll
  • If you have foreign shareholders or more than 100 shareholders
  • If you plan to seek venture capital or multiple stock classes

Ready to elect S-Corp?

We help you form your entity and file Form 2553 correctly.

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