What does an S-corp election actually commit you to?
- Brandi Joffrion
- Oct 1, 2024
- 2 min read
Not many people are told when they make it.
The election frequently gets made on a recommendation to save self-employment tax. That can be right. But it comes with obligations that nobody mentions until they've been missed.
You have to run payroll
An owner working in an S-corp is an employee and must take reasonable compensation as W-2 wages. Not distributions. Wages, with withholding and payroll filings.
"Reasonable" is a facts-and-circumstances question, and paying yourself artificially low wages to shift income into distributions is a well-known audit issue.
There are ownership restrictions
S-corps limit who can own them and how many owners there can be. Certain shareholders aren't permitted. Only one class of stock is allowed, which restricts how distributions and allocations can differ among owners.
If your plans include outside investment, foreign owners, or different economic arrangements between owners, the election may block what you want to do later.
The administration is real
Payroll processing, quarterly filings, a separate business return, and more bookkeeping. Those costs offset some of the tax savings, and for smaller businesses they can offset all of it.
Reversing it has a price
Revoking an S-election isn't free and generally comes with a waiting period before you can re-elect. There can be tax consequences on the way out.
When it does make sense
Consistent profit well above what you'd pay yourself as reasonable compensation, a straightforward ownership structure, no near-term plans that conflict with the restrictions, and enough margin to absorb the administration.
What to do
Before you elect, work out what your reasonable compensation would actually be, what the payroll and filing costs come to, and what the election would prevent you from doing later.
If you've already elected and none of this was explained, it's worth reviewing whether it's still the right answer.
This is general information, not legal advice for your situation. If you want an answer for your business, book a consultation.
