WHAT IS AN S CORP: Requirements, Difference & Disadvantages

The S corporation is possibly the most misunderstood of all the corporate entities that can be formed. This is because an S corp is more of a tax label than a real business. Either a corporation or a limited liability company (LLC) can file to be taxed as an S corp. Nevertheless, no state allows entrepreneurs to incorporate their firm as an S corp; instead, those who want an S corp can file an application with the Internal Revenue Service (IRS). below you’ll find a complete breakdown of what the S corp actually is, their requirements, disadvantages, and S Corp vs C Corp.s

What Is an S Corp

An S corp, sometimes known as a S corporation, is a business form that is permitted by the tax code to pass on its taxable income, credits, deductions, and losses to its shareholders. It has some advantages over more common C corp because of this. Only small businesses with less than 100 shareholders can use the S corp. It is an alternative to the LLC (LLC).

“Pass-through entities” is what people call S corps and LLCs because they don’t pay corporate taxes. Instead, they pay their shareholders, who are responsible for paying the taxes.

The name “S corporation” comes from Subchapter S of the Internal Revenue Code, which is how they have chosen to pay tax. The most important thing about a corporation that is registered under Subchapter S is that it can pass business income, losses, deductions, and credits directly to its shareholders without having to pay any federal corporate tax. This is what makes it a “pass-through entity.” The Tax Cuts and Jobs Act of 2017 gives it some tax breaks because of this. On the corporate level, however, it has to pay taxes on certain built-in gains and passive income.

S Corp Requirements

Not every LLC or corporation is eligible for S-corporation taxation. ,, which is often restricted to smaller, domestically owned businesses. The requirements are divided into three categories: requirements for the sort of corporation you will be operating, requirements for the shareholders who will own stock in your company, and requirements for properly filing your S corp with both your state and the IRS.

#1. Entity and Structural Specifications

Your S-corporation election requires that your entity be a domestic business, which means that it must have been created or incorporated in the United States. In addition, your S-corporation cannot be an ineligible corporation. The IRS classifies ineligible corporations as “some financial institutions, insurance businesses, and domestic worldwide sales corporations.” Before making an S-corp election, you should talk to tax and legal experts if you run one of these types of businesses. Finally, your company can have only one class of stock, regardless of disparities in voting rights. If all shares have identical rights to distribution and liquidation proceeds, the IRS considers the stock to be of a single class. Since limited liability companies (LLCs) do not issue stock, it is important to consult a lawyer or accountant to see how this rule applies to your business.

#2. Shareholder Requirements

Your S corp must also meet stringent requirements for the shareholders (or members, in the case of an LLC) who own your company. Most importantly, you can’t be an S-corporation if you have more than 100 shareholders.

You must also only have “eligible shareholders,” as defined by the IRS. This means that shareholders must be people, certain trusts, or estates. Shareholders must also be U.S. citizens or have permission to live in the U.S. Shareholders can’t be partnerships or corporations.

#3. Filing Requirements

You can choose to be an S-corp by filing Form 2553 with the IRS and any other forms your state or jurisdiction needs. To become an S corp, all of the shareholders must agree, and the corporation and shareholders must meet the above requirements.

Form 2553 must be sent no later than two months and 15 days after the start of the tax year in which the choice is to be made, or at any time during the tax year before that. In the instructions for Form 2553, there are several examples to help you figure out when this deadline is.

After submitting Form 2553, you must file an annual tax return that reflects your company’s decision to become an S-corp. Because an S-corporation is a pass-through organization, the information on your S-corp tax return will be more detailed than that of a typical corporation. Unlike C-corps, which file Form 1120, S-corps file Form 1120-S with the IRS, which reports the S-corps’ income, deductions, and payments.

#4. State Taxes

While the profits of an S-corporation are not subject to federal corporate income tax, your state may have different laws. Some states fully recognize S corp, whereas others treat them as C-corporations or impose additional eligibility or filing requirements. Your S-corporation may have to file a separate tax return with the state.

S Corp Disadvantages

As was already said, some pros can also be cons for certain kinds of businesses and business plans. Here are some of the disadvantages associated with being an S corp and with running a business as a corporation instead of the more flexible LLC.

#1. Strict Qualification Requirements

For a corporation to be able to choose to be an S corporation and to stay an S corporation, it must meet strict rules about the number and types of shareholders and types of shares. Federal Tax law, not state corporation law, sets these rules. In short, the following are some of these rules:

Shareholders can only be people, certain estates and trusts, and tax-free organizations.
There can’t be more than 100 stockholders (although some family members can be on the count as single shareholders)
There can only be a single stock class (although differences in voting rights are permitted)

An LLC can be a pass-through entity while avoiding these restrictions. And, while both an S corporation and an LLC are pass-through organizations, they are taxed differently under separate sections of the Internal Tax Code, so their taxation is not the same.

#2. Rigid Profit and Loss Allocation

the disadvantages of s corp are entailing that Because it is a corporation, an S corporation must divide its profits and losses among its owners based on their percentage of ownership or the number of shares they hold. In contrast, an LLC’s owners can divide up their profits and losses in any way they want.

So, the founder who gives away 50% of his or her ownership to a new member could get a bigger share of the LLC’s income. In an S corporation, the founders’ share of the business goes from 100% to 50%.

#3. Corporate Formalities

Recall that an S corporation is, above all, a corporation. This means that it must follow all of the corporate formalities set by the company statute of its native state. One of the disadvantages of s corp is that state LLC laws, on the other hand, impose significantly fewer statutory procedures. The LLC Handbook contains more information about LLCs.

S Corp vs C Corp”

S corp vs c corp entails how they are set up, how they are taxed, who owns them, how they handle stock, and how they treat their employees. By telling them apart, you can find the one that’s right for you. When deciding between S corporations and C corporations, keep these things in mind:

#1. Formation

Every firm begins as a C corporation. A C corporation can become an S corporation by submitting IRS Form 2553, Election by a Small Business Corporation, to the IRS. There may also be state forms to complete in order to gain S corporation status for state tax purposes.

S corporations derive their name from provisions in Subchapter S of Chapter 1 of the Internal Tax Code that allow them.

For corporations that operate on a calendar-year basis, Form 2553 must be submitted by March 15 in order to qualify for S corp status for a specific year. Companies that operate on an alternate fiscal year (for business reasons) must file no later than the 15th day of the third month of the fiscal year.

#2. Taxation

The primary benefit of forming an S corporation is to reduce one’s overall tax burden. With this in mind, there is a significant gap when it comes to how a C corp vs S corp file their respective taxes.

C corp

Profits earned by a C company are subject to taxation, which is reflected on the corporation’s tax return. Any gains that remain after taxes and are given to shareholders in the form of dividends are subject to additional taxation. Shareholders are required to include this revenue in their individual tax filings as well. By choosing the S corp tax status for your corporation, you can prevent it from being subject to double taxation. C corporations use Form 1120 to file their tax returns.

S corp

When it comes to taxes, S corporations behave similarly to sole proprietorships and partnerships. The gains (or losses) are distributed to the shareholders of an S corporation, who are responsible for paying taxes on them and reporting them on their individual tax returns. S corporations are required to file using Form 1120-S.

A good number of governments likewise distribute the revenues and losses of S corporations directly to their owners. On the other hand, in a few states, S corporations are subject to double taxation.

#3. Ownership

A C corporation will give you more options for selling stock. According to the Internal Revenue Service, a firm that elects S corporation status may not:

Have more than one hundred shareholders
Create several different stock classes.
Have shareholders who are not citizens or residents of the U.S.
Be owned by a C corporation, other S corporations, a limited liability company (LLC), a partnership, or a number of trusts.

C corporations don’t have to follow these rules, which can help the business grow. Having more than one type of stock can help a business get money from investors without giving them the right to vote.

#4. Stocks and Shares

C corporations are interesting to investors. They put a few restrictions on shareholders and gave out different kinds of stock. S corporations have more rules to follow because of how they pay taxes. So, S corporations must do the following:

Restrict their shareholder count to 100 or fewer.
Don’t make more than one type of stock (which may or may not include voting rights)
Limit ownership to U.S. citizens

#5. Additional Benefits

A company can choose to give shareholder-employees benefits like health, life, and disability insurance. As long as at least 70% of the employees get these benefits, C corporations can deduct the cost of them, and shareholders don’t have to pay taxes on them.

An S corp can’t deduct the cost of benefits, and a shareholder who owns more than 2% of the stock has to pay taxes on them.

What It Means to Be an S Corp?

S corporations are corporations that choose, for federal tax purposes, to pass through their income, losses, deductions, and credits to their shareholders.

What Is an S Corp vs LLC?

An LLC is a legal way to set up a business, and an S corporation is a tax classification that some small businesses can use. By filing a form with the IRS, both LLCs and corporations can choose to be taxed as S-corps. When starting a business, it’s important to think about both your legal and tax options.

Why Would a Company Choose to Be an S Corp?

Regardless of how it is taxed, one of the best things about an S corporation is that it gives its owners limited liability protection. With limited liability protection, the owner’s personal assets are safe from claims from business creditors, whether the claims come from contracts or lawsuits.

What Is an S Corp vs C Corp?

Under IRS rules, the C corporation is the standard (or default) type of corporation. The S corporation is a type of business that has chosen a special tax status with the IRS and, as a result, has some tax benefits. The names of these two types of business structures come from the parts of the Internal Revenue Code that describe how they are taxed.

Can an S Corp Have One Owner?

A single-member LLC has a tax status called a single-owner S Corp. With an S Corporation, you can pass on profits, losses, and tax breaks to shareholders. In a single-owner S Corp, there is only one shareholder, who is also the owner of the LLC.