WHAT IS AN S CORPORATION: Differences, Structure & Advantages

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The advantages of establishing an S corporation may appeal to you if you are just getting started in business or if you have been running your enterprise as a sole proprietor or a partnership agreement.

If you form your company as an S corporation, you may be able to avoid the double taxation that is often associated with incorporating (or S corp). Furthermore, you might be able to save enough money on self-employment taxes to cover the added costs of incorporation and still have some money left over to invest in your company’s growth.

Many business owners believe it will be too expensive or time-consuming, yet neither is true.

What is an S Corporation (S corp)?

A corporation is either taxed as a “C corporation” or an “S corporation” for the purposes of federal income tax.

A corporation that elects to be classified as a pass-through organization for federal tax purposes is known as an S corporation (IRS). Important tax advantages may result from choosing the “S corp” classification.

Articles of Incorporation must be submitted to the Secretary of State or a comparable government agency in order to establish a corporation. There is no necessity to inform your state of formation that your corporation will be an S corporation. The IRS is in charge of this tax issue.

The way they are taxed under the federal income tax code is the main difference between a C corporation and an S corporation. The state corporation statutes don’t distinguish between them. With directors, executives, and shareholders that operate in the same way as their C corporation counterparts, an S corporation issues shares and is controlled like a corporation. The owners (the shareholders) are shielded from responsibility in the same way as shareholders of a C corporation are. Personal belongings of an S corporation shareholder, such as bank accounts, cannot be taken to pay off business debts.

An S corporation, however, passes through the majority of its revenue, losses, and deductions to the shareholders, much like a sole proprietorship or a partnership. Unlike a C corporation, there is no “double taxation,” where one is levied on the corporation and another is levied on the individual shareholders. On the income (or losses) passed through to him or her, each shareholder is liable to his or her own personal tax rate.

What Requirements Must an S Corporation Meet?

Your corporation must fulfill the following conditions in order to be eligible for S corporation status:

  • You must bе a dоmеѕtіс соrроrаtіоn.
  • Onlу permit аuthоrіzеd ѕtосkhоldеrѕ
  • Hаvе nо more than 100 ѕtосkhоldеrѕ.
  • Onlу аllоw оnе kind оf ѕtосk.
  • Nоt bе an іnеlіgіblе corporation, such аѕ сеrtаіn bаnkіng institutions, insurance companies, аnd domestic international ѕаlеѕ соrроrаtіоnѕ.

Form 2553 Election by a Small Business Corporation, which must be signed by every shareholder, must be submitted by your corporation in order to become an S corporation.

What Is an S Corporation Tax Structure

A corporation has the option of only paying shareholder-level taxes. Even though it is primarily informational in nature, the corporation still files its own return. Divided among the owners is the taxable income after deductions and credits. This sum must be reported by each Shareholder on his or her personal tax return. At the corp level, the corporation normally pays no income taxes. This is known as S corporation status, and the letter S stands for Internal Tax Code Subchapter S.

IRS Form 1120S is used by S companies to submit their yearly returns. The distribution of income and deductions among stockholders is shown on Schedules K and K-1. Instead of paying federal income tax, the S corporation transfers it to the shareholders, who are then taxed on their income share.

Shareholders are not obliged to pay self-employment tax on their part of the earnings, but owners who are also employees must get a “reasonable remuneration” before profits are dispersed.

At the corp level, S companies must pay the following taxes:

• Abundant passive net income, Integrated gains, and LIFO recapture tax

Interest income, dividends, rent, royalties, and annuities are examples of passive income. If passive income exceeds 25% of gross receipts, an excess net passive income tax is applied.

Advantages of an S Corporation

The advantages of an S corporation often exceed any imagined downsides. When it comes time to sell the business or transfer ownership, the S corporation structure may be extremely helpful. Sole proprietorships and general partnerships often do not qualify for these advantages.

Advantages of an S corporation include:

#1. Safeguarded assets

One of the many advantages is that the private assets of its stockholders are safeguarded by an S corporation. In the absence of a written personal guarantee, a shareholder has no personal responsibility for the company’s debts or liabilities. To satisfy business obligations, creditors cannot seize the shareholders’ personal property (such as their homes and bank accounts). Owners and the business are legally regarded as one in a sole proprietorship or general partnership, making personal assets insecure.

#2. Pass-through taxation

At the corp level, an S corporation does not pay federal taxes. See if your state recognizes the federal S corporation election on the Ongoing Corporate Requirements page of our state guides. All buѕіnеѕѕ gаіn оr loss is “раѕѕеd thrоugh” to ѕhаrеhоldеrѕ, whо rероrt іt on thеіr реrѕоnаl income tаx rеturnѕ. This implies that on the tax returns of the owners, business losses may be used to offset other income. In the early stages of a new business, this may be quite beneficial.

#3. Tax-advantageous income categorization

Shareholders of an S corporation are eligible to work for the company and receive wages like employees. Dividends and other distributions from the company are tax-free, up to the shareholder’s investment in the company. While still allowing the corporation to deduct business expenses and salaries paid, an appropriate classification of distributions as salary or dividends may assist the owner-operator in lowering their self-employment tax obligation.

#4. A straightforward ownership transfer

Transferring interests in an S corporation is not subject to negative tax repercussions. When an ownership stake is transferred, the S corporation is not required to modify its property base or adhere to intricate accounting regulations.

#5. Cash accounting approach

Unless they are deemed to be “small businesses” and satisfy the IRS’ gross revenue test, C Corporations must adopt the accrual method of accounting. Yet, unless they hold inventory, S companies are often exempt from using the accrual technique.

#6. Increased credibility

Since people can see the owners have made a formal commitment to their business, operating as an S corporation rather than a sole proprietorship or partnership may assist a new business to establish credibility with prospective customers, employees, suppliers, and partners.

Since people can see the owners have made a formal commitment to their business, operating as an S corporation rather than a sole proprietorship or partnership may assist a new business to establish credibility with prospective customers, employees, suppliers, and partners.

S Corporation Disadvantages

The potential drawbacks of an S corporation include the following:

#1. Formation and continuing costs

You must first incorporate your business by submitting Articles of Incorporation with your chosen state of incorporation, appointing a registered agent for your business, and paying the required costs before you may function as an S corporation. Several states additionally charge recurring costs, such as franchise tax and/or yearly report fees. These are expenditures that a single proprietor or general partnership will not incur, despite the fact that they are often not costly and may be written off as a cost of doing business.

#2. Tax-qualification responsibilities

Errors involving the numerous election, consent, notification, stock ownership, and filing procedures might mistakenly result in the termination of S corporation status and result in the corporation becoming a taxpaying business under Subchapter C. Though rare and easy to fix, this is a drawback that other pass-through tax classes don’t have.

#3. The current calendar year

Unless it can demonstrate a business need for a fiscal year, an S corporation must use the calendar year as its tax year.

#4. Restrictions on stock ownership

While it may have both voting and non-voting shares, an S corporation may only have one class of stock. As a result, there cannot be multiple investor classes with varying rights to dividends or distributions. Moreover, there can only be 100 stockholders. Both foreign ownership and ownership by certain kinds of trusts and other organizations are forbidden.

#5. Tighter IRS monitoring

Although dividends and salaries might be paid to shareholders, the IRS carefully checks payments to ensure they are classified correctly. Because of this, salaries may be reclassified as dividends, resulting in a loss for the corporation in terms of compensation provided. The corporation may be liable for employment taxes if dividends are reclassified as wages.

#6. Reduced freedom to distribute profits and losses

An S corporation cannot distribute profits or losses to particular shareholders due to the one-class-of-stock constraint. In contrast to partnerships or LLCs taxed as partnerships, where the allocation may be established in the partnership agreement or operating agreement, the distribution of income and loss is regulated by stock ownership.

#7. Fringe bеnеfіtѕ that are taxable

Thе mаjоrіtу оf frіngе bеnеfіtѕ ѕuррlіеd by thе соrроrаtіоn are taxed аѕ remuneration to employee-shareholders who control mоrе thаn 2% of thе corporation.

How to form an S Corporation

You must first create a corporation by drafting and submitting Articles of Incorporation or a Certificate of Incorporation to the relevant state authorities in order to create an S corp. In addition, you must pay any relevant initial franchise taxes or other expenses. Many states have different requirements for the kind and quantity of information incorporation papers.

After submitting your Articles of Incorporation, you must submit Form 2553 to the IRS in order to choose S corporation status for your business.

Also, your S corporation must conduct an organizational meeting (first meeting of directors) when you adopt bylaws and execute other basic corporate acts (such as appointing officers and approving a resolution to open a business bank account). Shareholders should be given stock certificates, and you should note these transactions in the stock transfer ledger of the business. The decisions made at the organization meeting should be recorded and stored in a corporate record book together with the articles of incorporation and bylaws.

S Corporation vs. C Corporation: What Is the Difference?

One significant difference between an S corporation and a C corporation (C corp) is taxes. In a nutshell, C corps pay thеm аnd S соrрѕ don’t (mоѕtlу).

C corporations pay corporate taxes on their profits, similar to how individuals pay income taxes. Any dividends or other gains are subsequently given to shareholders using after-tax money (corporations are now taxed at a flat rate of 21% in the United States). S corporations, in contrast, may transfer greater profits to investors since they are generally free from federal tax on earnings (with a few exceptions for certain capital gains and passive income).

S corporations are subject to a few IRS-mandated limitations in exchange for this tax advantage. They must have a domestic basis, as do their stockholders. Companies are only permitted to have 100 shareholders, who must be either natural persons, nonprofit organizations, trusts, or estates; in other words, no institutional investors. And they can only issue one class of shares.

None of these requirements apply to C corps. An S corp is often (but not necessarily) smaller than a C corp.


Due to its capacity to provide the restricted liability of a corporation while enabling the business to be taxed as a pass-through entity, an S corporation is a desirable alternative for small business owners. In addition to protecting their personal assets, this kind of corporation may assist business owners in reducing their taxes. When deciding to create an S corporation, it is crucial to weigh all of the advantages and drawbacks of doing so. By assessing the benefits and drawbacks of this structure, business owners can make an informed decision about their company’s future.

What Is an S Corporation FAQs

How do I create an S corp?

A business must file Form 2553 after examining IRS information on S-corp filing procedures and eligibility criteria. The most recent connections to tax resources and other useful information may be found on the IRS website regarding filing using Form 2553.

Why Would You Want to Become an S Corporation?

In particular, S companies provide the limited liability protection of the corp structure, which prevents access to an owner’s personal assets by business creditors or legal claims against the firm. They do not, however, pay corporate taxes on any revenues or income they produce, unlike partnerships. Whether the owners’ pay is set up as a salary or a stock dividend, they may also assist owners in avoiding self-employment tax.

What are the Advantages of S Corporation?

Advantages of an S corporation include:

  • Safeguarded assets
  • Increased credibility
  • Pass-through taxation
  • Tax-advantageous income categorization
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