S Corporation is an elective provision that permits small business corporations and their shareholders to elect special income tax treatment. In S corporation status, corporate income tax can be avoided and shareholders can claim corporate losses. These are domestic corporations that can avoid double taxation by electing to be taxed under Subchapter S of the Internal Revenue Code. The S corporation cannot have more than 75 shareholders. Only certain entities and individuals are allowed to be shareholders. All S Corporation shareholders must be U.S. citizens or permanent resident aliens. S Corporations may have only one class of stock. It is exempted from federal income tax other than tax on certain capital gains and passive income.
S corporation is a for-profit corporation that begins to exist upon filing the Articles of Incorporation at the state level. S Corporation status can be obtained by submitting IRS form 2553 to the Internal Revenue Service. Taxation is done as a partnership or sole proprietorship rather than as a separate entity. For purposes of computing tax liability, income is “passed-through” to the shareholders in S corporation. Thus, the individual shareholder’s tax return will report the gain or loss generated by the S corporation.
The IRS treats corporate income and corporate losses very differently when a corporation has elected S Corporation status. Therefore, businesses that need the limited liability of a corporation and the pass-through tax treatment of a partnership will elect S corporation. In general, S corporation structure is preferred only when shareholders are employed at least half of the time within the corporation. In other words, the shareholders intemperately manage the corporation’s daily activities and income is distributed to them each year.
A financial advisor would be able to guide you in terms of S corporation status as to whether it would yield a profit for your business. If you plan to draw a very low salary and leave most of the corporate earnings in the corporation for reinvestment, S corporation may not be the right choice for you.