Blog

What is an S Corp (S Corporation)?

An S corp (or S corporation) is a type of business structure. It is permitted under the tax code to pass income tax, credits, deductions, and losses directly to the stakeholders. This makes it more preferable than the common C corp type.

 Businesses can gain both legal protection and tax benefits with an S Corp type. An S Corporation (S Corp) has several advantages of “corporation” and “partnership” together. On one side, C Corporations are taxed at two levels - corporate level and shareholder dividends. S Corporations pass income directly to shareholders, avoiding this double taxation. This means that business profits are taxed only at the individual level, reducing the overall tax burden.

S corporations have specific IRS rules. A business must be domestic, have under 100 shareholders, and all shareholders must be U.S. citizens or residents. S-corporations have ownership restrictions. They cannot be owned by corporations, LLCs, or partnerships, and they can only issue one stock class. S corporations offer tax savings. However, they are required to follow corporate formalities like annual meetings and maintenance of financial records.

LLC vs. S Corp

To better understand an S Corporation, you must know the difference between LLC and S Corp. 

Ownership Structure

• LLC: An unlimited number of members are allowed. It includes individuals, corporations, other LLCs, and foreign entities.
• S Corp: The limitation of shareholders is 100. Additionally, they are required to be U.S. citizens or resident aliens.

Taxation

• LLC: The default taxation is pass-through. However, members are obliged to pay self-employment taxes on all business income.
• S Corp: It also follows pass-through taxation but allows owners to split income between salary (subject to payroll taxes) and dividends (which are taxed at a lower rate).

Self-Employment Taxes

• LLC: Owners pay self-employment taxes (Social Security and Medicare) on the entire net income.
• S Corp: Shareholders only pay self-employment taxes on their salary. But, additional income which is taken as dividends is not subject to self-employment tax.

Legal Liability Protection

• LLC: Provides limited liability protection, shielding personal assets from business debts and lawsuits.
• S Corp: Also offers limited liability, ensuring owners are not personally responsible for company liabilities.

Ownership Transferability

• LLC: Ownership transfers can be complex and require all members' approval.
• S Corp: Shares can be easily transferred without disrupting business operations, making it more attractive for investors.

Management Structure

• LLC: Can be member-managed (owners run the business) or manager-managed (owners appoint managers).
• S Corp: Must have a board of directors and follow corporate formalities like annual meetings and record-keeping.

Pros of Choosing an S Corporation

Choosing an S Corp has several benefits over other options. It includes tax benefits and operational efficiencies.

Pass-Through Taxation Benefits

The top reason why people choose S Corp is its pass-through taxation structure. Instead of paying corporate taxes, income is reported on shareholders’ tax returns. This saves you from double taxation and results in huge tax savings.

Limited Liability Protection

Similar to LLC, an S corporation gives limited liability protection to its owners, Hence, your assets are safe from the debts and liabilities of the business. This reduces overall financial risk for all the shareholders.

Salary and Dividend Tax Advantages

All income is subject to self-employment taxes in an LLC. Whereas, S Corp allows owners to enjoy income receipt as salary as well as dividends. Apart from that, salary and dividend tax benefits can result in self-employment tax liability reductions.

Cons of an S Corporation

Restrictions on Shareholders

• Limited to 100 shareholders. Growth opportunities are restricted.
• All shareholders are required to be U.S. citizens or resident aliens. Foreign ownership is not allowed.
• Can only issue one class of stock, limiting flexibility in distributing profits and voting rights.
• Cannot be owned by other corporations, LLCs, or partnerships, which may limit investment options.

Compliance and Administrative Requirements

• Corporate formalities must be carefully followed. It includes holding annual meetings and maintaining minutes of meetings (MOMs).
• Requires strict record-keeping and detailed financial reporting to stay compliant with IRS regulations.
• More complicated tax filing compared to sole proprietorships or standard LLCs, requiring professional assistance.
• Must file IRS Form 2553 to elect S Corp status and meet ongoing filing requirements.

Self-Employment Tax Considerations

• S Corp owners are allowed to take dividends. This way they can reduce self-employment taxes. However, they are bound to pay themselves a reasonable salary as per the norms of payroll taxes.
• The IRS closely monitors salary vs. dividends to prevent tax avoidance, leading to potential audits and penalties.
• Shareholders who actively work in the business must pay Social Security and Medicare taxes on their salaries.
• Certain deductions and fringe benefits (e.g., health insurance, and retirement contributions) may be limited for S Corp shareholders.

S Corp Tax Rate and How It Works

• Federal Tax: Since an S Corp is a pass-through entity, it does not pay federal income tax at the corporate level. Instead, shareholders report their share of profits on personal tax returns.
• State Taxes: Some states impose franchise or business taxes on S-corporations, which vary depending on location.
• Payroll Taxes: Salaries paid to shareholders are subject to payroll taxes, but distributions are not, providing tax-saving opportunities.

How Confiance Can Help You Set Up an S Corporation

Expert Guidance on S Corp Eligibility

• We assess your business to determine if an S Corporation is the right choice for you.
• Our experts ensure you meet all IRS requirements, including shareholder limits and ownership restrictions.

Seamless Business Formation Process

• We can perform the entire S Corp registration process for you. This will include state filings and IRS Form 2553 submission.
• Our team will make sure that your business follows all the state and federal regulations from the very beginning.

Tax Planning and Compliance Support

• We have tax professionals who can optimize the ratio of salary and distributions resulting in tax savings.
• We secure you from the penalties you may suffer from IRS regulations.

Assistance with Corporate Formalities

• We help maintain corporate records, bylaws, and annual meeting minutes to meet legal requirements.
• Our services include registered agent support and document filing assistance to keep your S Corp in good standing.

Payroll and Accounting Services

• Our team ensures proper payroll management, including tax withholdings and payroll tax filings.
• We provide bookkeeping and financial reporting to help you track income, expenses, and tax obligations.

State-Specific Compliance and Licensing

• Different states have different S corp tax rates and franchise taxes, so we help navigate state-specific regulations.
• Our services ensure your business obtains the necessary licenses and permits as per state laws.

Conclusion

Now you are aware of the tax benefits and liability protection you get in an S Corp. However, before making a final decision, you must go through the difference between S Corp and C Corp & LLC and S Corp. On one side, you have an option to choose significant tax savings. But, on the other hand, it comes with numerous tax obligations and shareholder restrictions.

Forming an S Corporation can be a challenging task. Confiance helps you with the entire formation process for S Corp with other advantages. Contact us today to get started with your S Corp formation.

FAQs

1. What is the key benefit of forming an S Corporation?

• S Corps offers pass-through taxation. So, businesses can avoid facing double taxation

2. How does an S corporation differ from an LLC?

• The main differences between an LLC and S Corp is taxation, ownership flexibility, and compliance. S corporations allow tax-saving opportunities through salary and distributions, whereas LLCs have more flexible ownership structures.

3. Is an S Corp better than a C Corp?

• The difference between S Corp and C Corp lies in taxation and growth potential. S Corps avoid double taxation but have shareholder limitations, while C Corps can attract more investors through public offerings.

4. What is the S corp tax rate?

• S corporation tax rates depend on shareholder income. Income passes through to personal tax returns, affecting the rate. S-corporations do not pay corporate taxes at the federal level, but some states impose franchise taxes.

5. Can Confiance help me convert my LLC to an S Corp?

• Confiance specializes in business structuring. We can assist you in converting your LLC to an S Corp, ensuring compliance and tax efficiency.