Learn more about S Corporations and how to create one.
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Unlike a limited liability company (LLC) or other entities, an S corporation (S corp) isn’t a business entity type. It’s a tax classification, one with the potential to save a lot of money for both LLCs and corporations, but in different ways.
If you’re already prepared to form an LLC as an S corp, our S corp service can help.
As we said, an S corp is a tax classification. The “S” refers to Subchapter S of the Internal Revenue Code. LLCs and C corporations (the default form of corporation) can apply to be taxed as an S corp if they meet the IRS’s criteria.
To qualify for S corporation status, a corporation or LLC must meet the following requirements, which include having:
An LLC or corporation needs to complete Form 2553 with the IRS to apply for S corporation status. An LLC will have to take the added step of first applying to be taxed as a C corporation by filing Form 8832.
Note that the business owners of both LLCs and corporations have limited liability protection, meaning that the personal assets of the owners are usually protected from the liabilities and debts of the business. Filing as an S corp doesn’t change this.
If your circumstances are right, there are numerous advantages to filing as an S corp. First, let’s talk about the benefits for a C corporation.
A primary disadvantage for traditional corporations is “double taxation.” When the corporation makes money, the IRS taxes those profits on the corporate level. But when those profits are distributed to the individual owners (called “shareholders”) as dividends, they’re taxed a second time on the shareholders’ personal tax returns.
When a C corporation qualifies to be an S corp, though, those profits are only taxed at the individual level. The business itself isn’t taxed on them. This is called “pass-through taxation,” and it’s how sole proprietorships and general partnerships are taxed. LLCs are also taxed this way unless they choose to be taxed as a corporation.
We should add here that, since the 2017 Tax Cuts and Jobs Act, the corporate tax rate has been lowered to a flat 21%. That means the disadvantages of double taxation aren’t as severe as before . We highly recommend (and we say this often) that you consult with a qualified tax professional (a good accountant) so they can advise you about what would be best for your business and situation.
Similar to the way business profits pass through to the owners of an S corp, so do the losses. Unlike the shareholders of a C corporation, S corp owners can write off the company’s losses on their personal income statements.
This can help offset their income from other sources and can be helpful if the corporation loses money in the first couple of years. Still, make sure you’re aware of the IRS’s shareholder loss limitations.
Under the Tax Cuts and Jobs Act, S corp owners may be able to deduct up to 20% of their qualified business income. This deduction isn’t available to C corporation shareholders.
Qualified business income (QBI) is basically your share of the company’s profits, or, as the IRS puts it, “QBI is the net amount of qualified items of income, gain, deduction and loss from any qualified trade or business, including income from partnerships, S corporations, sole proprietorships, and certain trusts.” The IRS website has a detailed explanation as to what is and is not included in QBI.
Even though a traditional LLC already has pass-through taxation, it could still benefit from electing S corp status. It takes a bit of explanation, but it could mean saving thousands of dollars, so bear with us.
The members of a standard LLC are considered self-employed. They’re compensated by receiving their share of profits from the LLC, but they can’t be employed by the LLC. Being self-employed means paying self-employment taxes (about 15.3%) on all profits they receive from the LLC. This is more than the taxes they’d pay when working for someone else because their employer would pay part of them.
When the members elect S corp status, though, they can be compensated in two ways, by receiving their share of the profits and by being paid as an employee. Once they do that, they only pay self-employment taxes on their salary and not the profits they receive. This can add up to thousands of dollars. To get a better idea, check out our page for calculating your S corp taxes.
One caveat to this is that the IRS expects you to pay yourself a “reasonable salary” as an employee of the LLC. Otherwise, you could pay yourself an annual salary of $1 and avoid contributing anything to Social Security and Medicare. The IRS considers “reasonable” to be something similar to what others in your field are earning.
Before you write off C corporations as an option, note that S corps do have their drawbacks.
An S corp can’t have more than 100 shareholders, while a C corporation or LLC has no such restriction. That limitation could be an issue later if the corporation expands and goes public.
All S corp shareholders must be U.S. citizens, or certain trusts or estates. That could limit your ability to expand internationally. You also can’t have partnerships, corporations, or non-resident aliens as shareholders. C corporations don’t have these limitations.
One way to attract investors for your corporation is to offer preferred stock. That’s fine for C corporations, but the IRS doesn’t allow it for S corps.
The extra restrictions on an S corporation mean that the IRS watches them more closely to see if they’re in compliance. In other words, you’re more likely to get audited.
Having an LLC with S corp status does have some drawbacks over the standard LLC:
As we listed earlier, S corps must adhere to more regulations than a standard LLC or C corporation. All the members must be U.S. citizens (which can also include certain trusts and estates), and there can be no more than 100 of them. A traditional LLC doesn’t have these limitations.
Because of the above restrictions, the IRS tends to monitor LLCs filing as S corps more closely. That could mean a greater chance of being audited, even if you follow the law to the letter. In fact, S corp owners may want to observe many of the same formalities that C corporations do (such as regular meetings and extensive record keeping), even if they’re not legally required to.
Both LLCs and C corporations must file Form 2553 to be taxed as an S corporation, but an LLC must first file Form 8832 to be taxed as a C corporation.
An LLC filing as an S corp will have the added step of filing Form 1120S, U.S. Income Tax Return for an S Corporation, at tax time.
Armed with this information about S corps, we hope you now have a better idea as to whether it’s the right business structure for your dream company. However, weighing tax advantages and disadvantages is best left to professionals, so talk to a tax professional before making a decision.
Helping people start, run, and grow their businesses is what we do. The type of business entity (LLC, corporation, sole proprietorship, etc.) you choose for your business will affect how much liability, paperwork, and taxes you’ll take on. You may have also come across the term “S corp” and wondered if that was a good option for you.
Our business experts can help you form a corporation, an LLC, or an LLC with an S corp status. And, once you’re up and running, we have other services to help, such as our Worry-Free Compliance service to help you stay on the government’s good side. Contact us today to see what we can do for you.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
If an owner in an S corp wants to be employed by the business, the IRS expects them to pay themselves a salary that’s in line with what others doing the same job are making. You can’t underpay yourself to dodge self-employment taxes entirely.
The S corp tax status doesn’t limit the lifespan of the company.
No, one of the limitations of filing as an S corp is that your corporation can only have one class of stock.
A C corporation is a business entity type, one that is a separate legal entity from its owners (and the owners’ personal assets). An S corp is a tax status that can be adopted by a C corporation or LLC if it meets the IRS’s conditions. A C corporation that has successfully applied for S corp status will have pass-through taxation and avoid double taxation.
An LLC is a business entity type, one that is a separate legal entity from its owners. An S corp is a tax status that can be adopted by an LLC or C corporation if it meets the IRS’s conditions. You can read more about the differences in our LLC vs. S Corp article.