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S Corporation

Determining which type of corporation is suitable for your business can be a tedious and confusing task. Two types of corporations are acknowledged by the Internal Revenue Service (IRS) to decide the federal income tax impositions are C corporations and S corporations. Earlier we discussed C Corporations, now let’s check what S corporation is and how it can benefit your business.

What is an S Corporation?

The S corporation blends the best characteristics of being a sole proprietor and a C corporation. An S corporation is a special business structure of ownership, protecting against personal liability while enabling you to pay income taxes on your personal tax returns, which in result avoids the double-taxation experienced by C corporations. Since the pass-through taxation and the liability protection are the biggest perks of S corporations, S corporation also has four major regulations that need to be maintained:

  • It must be a domestic corporation
  • It must involve only eligible shareholders
  • It cannot include more than 100 shareholders
  • It must have only one class of stock

General Characteristics of S Corporation

Structure

S corporations are not allowed to have more than 100 stockholders. Also, they cannot have partnerships, C corporations, and non-residents as their stockholders. When a corporation chooses to function as an S corporation, each shareholder must admit to participate in the elections, sign the application to the IRS, and agree in a financial year for the corporation.

Distributions

The S corporations do not pay corporate taxes instead they shift their losses, income, credits, and deductions to their shareholders in the transaction called distributions. The Distributions are mentioned by the corporation on K-1 forms and are published on the stockholders’ personal income tax returns. S corporations are required to file annual federation tax returns indicating the income and distributions. They also need to file annual reports and tax returns as required in the states where they operate or are chartered.

Considerations

Although pass-through features and tax benefits can make S Corporations attractive, but some states do not fully identify them, so they may tax as they do for C Corporations. Also, many states impose annual report filing fees or franchise fees for a small business; it might lessen the visible benefits of S Corp. To know whether S Corp is right for your business or not, consult with a professional CPA who can explain you the state’s corporate regulations.

Operation

S Corporations work in the same way as any other corporations, they need to pay salaries, social security insurance taxes for employees and individual income. In an S Corporation, wages are subject to withholding, but distributions to shareholders are not. Employee benefits, ordinary business expenses, owner’s retirement funds count the same as for any other corporation, but the dividends earned from the stock are not deducted by the corporation — it is passed along to shareholders. Also, charitable deductions are not limited for an S Corp. Any losses can be carried forward and applied gradually over a 20-year period.

Advantages of S Corporation

Protected assets

An S corporation shields the personal assets of its shareholders. Creditors cannot reach the personal assets such as personal bank accounts, house, etc. of the shareholders to pay the business debts.

Easy transfer of ownership

The S corporation does not require to make any adjustments to the property basis or adhere to complicated accounting rules when an ownership interest is transferred, it can be freely transferred without any adverse tax consequences.

Pass-through taxation

The most prominent advantage of an S Corp is that it does not pay federal taxes at the corporate level. The profits and losses earned are “passed through” to shareholders who then report it on their personal income tax returns. This can be remarkably helpful in the startup phase of new business because a business that does not choose S corporation status and collects passive income is in danger of being classified as a personal holding company.

Double Taxation Eliminated

In an S Corp, the income is not taxed twice, i.e., once as a corporate income and again as dividend income.

Yearly Tax Filing Requirement

The S Corporations have once in a year tax filing requirement, whereas in a C Corp it is required to be filed quarterly.

Disadvantages of S Corporation

Formation and ongoing expenses

To form an S Corporation, it is essential to incorporate the business by filing the Articles of Incorporation with your state, hire a registered agent and pay the required fees. Many states may also impose the ongoing fees such as franchise tax fees or annual report fees.

Stock ownership restrictions

The S corporation is allowed to have only one class of stock, even though it can have both voting and non-voting shares. Hence, there can’t be different classes of investors who are designated to different dividends or distribution rights. Also, one more drawback of forming an S Corporation is that there cannot be more than 100 shareholders and foreign ownership is prohibited.

Tax qualification obligations

If there are any mistakes or confusions regarding the stock ownership, election, consent, notification, and filing requirements, it may accidentally result in the termination of S corporation status.

Closer IRS scrutiny

Since the amounts shared with the shareholders can be dividends or salary; the IRS examines the payment closely to ensure that the characterization agrees with the reality. This, in result causes the wages to be recharacterized as dividends and costing the corporation a deduction for the compensation paid. Vice Versa, the dividends can also be recharacterized as wages, which governs the corporation to employment tax liability.

Less flexibility in allotting income and loss

The S Corporation cannot efficiently allocate income or losses to particular shareholders. Stock ownership governs the allocation of income and loss. Also, the accumulated adjustment account can be inconvenient to maintain, requiring input from an accounting professional.

Conclusion

Deciding a business type for your business is never easy. It is always advisable to familiarize yourself with the procedure of company formation. But in the end, the informed decision should be made in consultation with the legal counsel or attorneys who are specialized in corporate law.