What Is an S-Corporation?

It’s a type of corporation in the United States that avoids double taxation by passing its profits and losses to its shareholders, who report them on their personal tax returns. This makes it a popular choice for small and medium-sized businesses.

Key features of an S-corporation

 

• Limited liability protection: Just like regular corporations, S-corps protect their owners' personal assets. This means if the business owes money or faces a lawsuit, the owners (called shareholders) aren't personally responsible.​
• Pass-through taxation: Unlike regular corporations that pay taxes on their profits, S-corps don't pay federal income tax at the business level. Instead, the profits (or losses) pass through to the shareholders' personal tax returns. This helps avoid "double taxation," where both the company and the owners pay taxes on the same money.​
• Ownership restrictions: S-corps have some rules about who can be an owner.​ They can have up to 100 shareholders, who must be U.S. citizens or residents. They also can't be owned by other corporations, partnerships, or certain types of trusts.​
• Single class of stock: S-corps can only have one type of stock. This means all shares are equal when it comes to voting rights and profit distribution.

How to form an S-corporation

1. Form a corporation or LLC. If starting with an LLC, you must first elect to be taxed as a corporation (using IRS Form 8832) before electing S-corp status with Form 2553. This involves filing the necessary paperwork and paying any required fees.​
2. Elect S-corp status. After forming your business, you must file Form 2553 with the Internal Revenue Service (IRS) to choose S-corp status. This form must be signed by all shareholders and submitted within 2.5 months of starting your business..
3. Meet ongoing requirements. S-corps have certain rules they must follow, like holding regular meetings, keeping detailed records, and filing annual reports.

Pros and cons of an S-corporation

ADVANTAGES OF AN S-CORPORATION	DISADVANTAGES OF AN S-CORPORATION
With pass-through taxation, profits are only taxed once on the shareholders' personal tax returns, avoiding double taxation.​ The shareholders' personal assets are generally protected from business debts and legal issues.​ Being an S-corp may make your business look more professional to customers, suppliers, and potential investors.	The IRS has specific guidelines for S-corps, and not following them can lead to penalties or the loss of S-corp status.​ With restrictions on the number and type of shareholders, raising capital can be more challenging compared to other business structures.​ S-corps must follow formal procedures like holding regular meetings and keeping detailed records, which can be time-consuming.

Is an S-corporation right for you?

Choosing the right business structure depends on various factors, including your business goals, tax considerations, and the level of liability protection you need. An S-corporation might be right for you if:

• You're a small business owner: S-corps are designed for small to medium-sized businesses that meet the ownership requirements.​
• You want tax flexibility: If you're looking to avoid double taxation and have profits taxed at your personal income tax rate, an S-corp could be beneficial.​
• You're prepared for formalities: If you're willing to follow administrative responsibilities like holding meetings and maintaining records, an S-corp might work well for you.​

However, if your business plans involve having more than 100 shareholders, including foreign investors, or offering multiple classes of stock, an S-corp may not be the best choice.

An S-corporation offers a blend of liability protection and tax benefits, making it an attractive option for many small business owners. However, it's important to understand the requirements and restrictions to ensure it fits your needs. Consulting with Legal Pros can provide personalized guidance based on your specific situation.
 

Key takeaways An S-corporation helps small businesses by offering tax benefits while still protecting the owners' personal assets. It avoids double taxation by passing profits and losses to shareholders, who report them on their personal tax returns. S-corp owners get limited liability protection, meaning they aren't personally responsible for business debts or lawsuits. The business itself is treated as a separate legal entity. S-corporations have specific rules, such as allowing only up to 100 shareholders, requiring all owners to be U.S. citizens or residents, and permitting only one type of stock. To become an S-corporation, a business must first register as a corporation or LLC, file IRS Form 2553 with the IRS, and follow rules like keeping records and holding regular meetings.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What Is a Corporation
• How to Start a Corporation
• How are Corporations Taxed?
• How to Register a Corporation by State