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S Corp Criteria: Understanding What's Needed for Filing as an S Corp in 2023


What is an S Corporation (S Corp)?

A Detailed Comparison of S-Corps, C-Corps, and LLCs

Filing Requirements for an S Corporation

Starting an S Corporation:

Taxes Paid by S Corporations

Taxes Shareholders Must Pay:

Benefits of Opting for S Corporation Status

Drawbacks of Choosing S Corporation Status

Final Reflections:

S corporations stand out as an excellent business framework for small to medium-sized enterprises, providing the advantage of limited liability and the evasion of double taxation.

However, attaining this tax status poses challenges. A slight misinterpretation or oversight of a single prerequisite could lead to potential fines, or worse, the revocation of your S corp status.

In the subsequent discussion, you will gain a comprehensive understanding of the crucial requirements and procedures to accurately navigate and secure S corp status, avoiding the usual missteps that could hinder your business's optimal functioning.

What is an S Corporation (S Corp)?

An S Corporation, or S Corp, stands as a specialized type of corporation outlined under Subchapter S of Chapter 1 of the US Internal Revenue Code, exempt from federal corporate tax. This tax status is not exclusive to corporations; other business structures, like limited liability companies, can also opt to be taxed as S corps, despite being classified as LLCs.

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Mirroring a sole proprietorship or partnership, an S corp is primarily characterized by its pass-through tax status, allowing corporate income, losses, deductions, and credits to flow through to shareholders for federal income tax purposes.

Just like C corporations (C corps), limited liability companies (LLCs), and limited liability partnerships (LLPs), S corps operate as legal entities separate from their owners. This distinction ensures that shareholders are shielded from personal liability for business debts and legal damages, safeguarding their assets from creditors or legal claims.

A Quick Overview of the Major Types of Business Structures:

Looking to start a business? One of the first decisions you'll make is choosing the right business structure. This choice impacts your taxes, liabilities, and operations. Below are the various types of business structures explained:

  1. Sole Proprietorship

Key Feature: Single owner, complete control


Liability: Full personal liability for business debts and obligations


Ideal for individuals running their businesses solo.

  1. Partnership

Types: General (equal responsibility) and Limited (limited liability for some partners)


Ideal for shared ownership and responsibility.

  1. Limited Liability Company (LLC)

Key Feature: Combination of corporation and partnership features


Liability: Limited personal liability


Ideal for those seeking operational flexibility and limited liability.

  1. Corporation (C-Corp)

Key Feature: Separate legal entity.


Liability: Limited shareholder liability


Ideal for larger operations seeking investment.

  1. S Corporation (S-Corp)

Key Feature: Pass-through taxation


Liability: Limited shareholder liability


Ideal for eligible businesses seeking tax benefits.

  1. Cooperative

Key Feature: Owned and operated by members


Liability: Varies


Ideal for member-owned organizations.

  1. Nonprofit Organization

Key Feature: Serves public or mutual benefit.


Liability: Varies


Ideal for organizations not pursuing profit.

Each business structure carries unique advantages and limitations. Your choice should align with your business goals, operational model, and liability preferences. Consult a business advisor to ensure your choice enhances your business’s potential for success.

A Detailed Comparison of S-Corps, C-Corps, and LLCs

When considering the best legal structure for your business, it's crucial to understand the differences and similarities between S-Corps, C-Corps, and LLCs. This detailed comparison examines crucial aspects, including taxation, liability, management structure, and funding opportunities, to assist you in making an informed decision.


S-Corp: An S-Corp is a pass-through entity, meaning profits and losses pass through to shareholders, who report them on their tax returns. S-Corps avoid double taxation.


C-Corp: C-Corps face double taxation, where the corporation’s profits are taxed and shareholders are taxed again on dividends.


LLC: Like S-Corps, LLCs enjoy pass-through taxation but have more flexibility in profit distribution.


S-Corp and C-Corp: Shareholders have limited liability protection in both S-Corps and C-Corps, safeguarding personal assets from business debts and claims.


LLC: LLC members also enjoy limited liability protection, keeping personal assets secure.

Management Structure:

S-Corp: S-Corps have a formal structure, including a board of directors and officers. Shareholders elect directors, who in turn appoint officers.


C-Corp: Similar to S-Corps, C-Corps have a formal organizational structure with a board of directors and officers.


LLC: LLCs offer more management flexibility, with no requirement for a board of directors. Members can manage the LLC or appoint managers.

Funding Opportunities:


S-Corp: S-Corps can issue one class of stock, potentially limiting investment opportunities.


C-Corp: C-Corps can issue various classes of stock, attracting diverse investors and enhancing funding opportunities.


LLCs: LLCs cannot issue stock but can attract investors through membership interests.

Each business structure, S-Corp, C-Corp, and LLC, has its own unique advantages and limitations. S-Corps and LLCs offer favorable tax treatment and limited liability protection. C-Corps provides more funding opportunities. Understanding these aspects is essential for choosing the most suitable structure for your business’s growth and success.

Filing Requirements for an S Corporation

S Corporation is a desirable status for many small businesses in the United States, but obtaining this status requires meeting specific IRS standards. Here is a breakdown of the process and the standards that must be adhered to.

Starting an S Corporation:

To initiate an S corporation, a business must first register as a corporation by submitting the necessary articles of incorporation to the relevant state authority and paying the required fee. Post incorporation, shareholders must complete and submit Form 2553 to the IRS, set up a board of directors, organize yearly board meetings, and draft and file corporate bylaws.


Domestic Corporation:


The business must be based and registered in the United States, including any of the 50 states, Washington, DC, or any inhabited US territories.


Eligible Shareholders:


Only living individuals can hold shares in an S corporation, excluding other entities like corporations or partnerships. Specific trusts such as grantor trusts, testamentary trusts, QSST, and ESBT, along with some tax-exempt organizations, are exceptions.


Only US citizens or resident aliens can be shareholders, with non-resident aliens being ineligible.


Shareholder Limit:


A maximum of 100 shareholders is allowed. Family members and their estates may be counted as a single shareholder.


Single Stock Class:


The S Corporation is limited to one class of stock, maintaining uniform rights for distributions and liquidation proceeds, although voting rights can vary.


Restricted Passive Income:


If more than 25% of the corporation's gross receipts come from passive sources for three consecutive years and the corporation has accumulated earnings and profits, the S corp status may be revoked.


Business Type Limitations:


Certain businesses, including some insurance companies, financial institutions, and domestic international sales corporations, cannot obtain S corp status.


State-Specific Requirements:


Each state has unique rules and requirements regarding S corporations. Some states automatically acknowledge federal S corporation elections, while others, like Arkansas or Louisiana, may require a separate state election. Additional state taxes may also apply.

In summary, to ensure a smooth and compliant transition to S Corporation status, it is essential to meticulously understand and meet both federal and state-specific requirements and standards.

Taxes Paid by S Corporations

S corporations have a distinctive tax structure different from C corporations, primarily avoiding double taxation. The corporate income tax liability is passed onto the shareholders and taxed at their income tax rates. However, S corporations still have certain tax obligations.

Taxes S Corporations Must Pay:

Estimated Tax:


Applicable if the S corporation anticipates owing $500 or more in taxes. Utilize IRS Form 1120-W for reporting.


Employment Tax:


It comprises Social Security and Medicare taxes and the Federal Unemployment Tax (FUTA). Employ Form 941 to report Social Security and Medicare tax deductions from employee salaries and Form 940 for FUTA tax.


Excise Tax:


Levied on particular goods, services, and activities such as indoor tanning services and heavy highway vehicle use. Each tax type has a designated IRS form.


Income Tax:


Some states and local regions, like California and New York City, still impose taxes on S corporations. Despite state tax obligations, S corporations must file Form 1120-S with the IRS, reporting net profits, losses, and deductions.

Taxes Shareholders Must Pay:

Estimated Tax:


Shareholders are expected to make these payments if they predict owing $1,000 or more in taxes. Form 1040-ES is used for this purpose.


Income Tax:


Shareholders are liable for federal and potential state income taxes. Use Form 1040 or 1040-SR to file income tax returns with the IRS.

In conclusion, both S corporations and their shareholders have distinct tax responsibilities that must be timely and accurately reported to avoid penalties and ensure compliance with IRS regulations.

Benefits of Opting for S Corporation Status

Obtaining S Corporation status can offer a multitude of advantages for businesses, playing a significant role in the financial and operational aspects of the organization. Below is a detailed exploration of the key benefits associated with S Corporation status:

Avoidance of Double Taxation:


One of the most significant advantages of filing as an S corporation is the avoidance of double taxation. Unlike C corporations, where profits are taxed at the corporate level and then again at the individual level when distributed as dividends, S corporations pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. This pass-through taxation means that the corporation's income is only taxed once at the shareholder’s income tax rate.

Limited Liability:


Shareholders of S Corporations enjoy limited liability protection, meaning they are not personally responsible for the debts and liabilities of the business. Their assets are protected, offering a shield against legal actions and debts related to the business.

Business Expense Tax Credits:


S Corporations can write off start-up losses and business expenses, providing additional tax relief. Shareholders can also deduct the cost of benefits provided by the business, such as health insurance, contributing to further tax savings.

Investment Opportunities:


S Corporations can attract investors through the sale of shares, providing a useful avenue for raising capital. The clear distinction between shareholders and the corporation also enhances investor confidence.



Registering as an S corporation can enhance the credibility and reputation of a business. It can enhance the business’s ability to attract customers, investors, and partners, contributing to long-term growth and stability.

Easy Ownership Transfer:


The S Corporation status allows for a straightforward transfer of ownership without adverse tax consequences, simplifying the process of selling or transferring the business.

Employment Tax Savings:


Shareholders who are also employees of the S Corporation may save on employment taxes as they can be classified as shareholders rather than employees for tax purposes.

In sum, the S Corporation status offers a myriad of financial and operational benefits, including avoiding double taxation, limited liability protection, and favorable tax credits. These advantages contribute to the enhancement of the business's financial health, operational efficiency, and overall growth.

Drawbacks of Choosing S Corporation Status

Even though obtaining S Corporation status provides various benefits, it’s essential to also consider the potential downsides. Below is an in-depth discussion about the disadvantages of filing as an S corporation:

Eligibility Restrictions:


S corporations face several eligibility requirements that can limit the flexibility of the business. The business must be a domestic corporation with only allowable shareholders, including individuals, certain trusts, and estates, and cannot have more than 100 shareholders.

Limited Stock Options:


S Corporations can only issue one class of stock, limiting their ability to attract different types of investors. Businesses that wish to offer various stock options to potential investors will find this limitation a significant drawback.

Income Allocation Restrictions:


Income and losses must be allocated to shareholders in proportion to their shareholdings, limiting the flexibility for special allocations.

Foreign income taxation:


If an S corporation has foreign income, it may face double taxation on that income, negating one of the principal benefits of S corporation status.

Limited Business Types:


Certain businesses, like financial institutions, insurance companies, and international sales corporations, are ineligible for S corporation status, limiting its applicability.

State tax liabilities:


Some states do not recognize the pass-through taxation benefits of S corporations, leading to state-level taxation. Businesses operating in these states will not enjoy the tax benefits associated with S corporation status on the state level.

Paperwork and Formalities:


S corporations must adhere to specific bureaucratic procedures, including record-keeping, reporting, and meeting requirements, which can be time-consuming and administratively burdensome.

Limited Access to Capital:


Given the restrictions on the number and type of shareholders and the issuance of only one class of stock, S corporations may find it challenging to raise capital compared to other corporate forms.

In conclusion, while S Corporation status provides several notable advantages, the limitations regarding eligibility, stock issuance, and state-level taxation can present significant challenges for certain businesses. Proper evaluation and consideration of these disadvantages are crucial for making an informed decision about whether to opt for S corporation status.

Final Reflections:

S corporations embody a middle ground, blending the advantages of fundraising and liability protection seen in conventional C corporations with the tax benefits of a pass-through entity. This balance makes them particularly favorable for nascent and streamlined startups, where maximizing every cent is paramount.

Nevertheless, such entities, ambitious for expansive growth, may find themselves constrained by the restrictions on stock issuance inherent to S corporations. It's vital to conduct a comprehensive review and, if necessary, an adjustment of your small business’s extensive growth strategy before solidifying a decision on the appropriate corporate structure for your venture. This in-depth examination ensures alignment with your long-term objectives, facilitating sustained growth and prosperity.

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