February 6, 2024

Deadline: The S Corp Election is Coming Up Soon

The deadline for LLCs and C Corporations to elect S Corporation status is approaching swiftly on March 15, 2023. For those contemplating a shift in tax treatment from the standard default status of their limited liability company or C Corporation to an S Corp, it is crucial to act promptly. Time is of the essence in making this decision.

Insights into the 2023 Deadline for S Corporation Election
To qualify as an S Corporation for tax purposes in 2023, existing LLCs and C Corporations need to submit their election within a specific timeframe—two months and 15 days, or a total of 75 days, after the commencement of their 2023 tax year. For instance, if a company’s tax year began on January 1, 2023, the deadline for filing IRS form 2553 is March 15, 2023. For entrepreneurs initiating a new business in 2023, there exists a window of two months and 15 days from their formation date to apply for S Corporation tax treatment, a choice that will affect the remainder of their inaugural tax year. Understanding an S Corporation Status Understanding the concept of an S Corporation is essential for those contemplating this tax designation. An S Corporation is not a distinct business entity; rather, it represents a specific tax election sought by an LLC or C Corporation through the IRS. Achieving S Corp status involves the submission of Form 2553 (Election by a Small Business Corporation). The unique feature of an S Corporation lies in how its corporate income, losses, deductions, and credits are distributed—they flow through to the shareholders, who are the owners of the company. This tax
structure allows for a particular way of handling financial aspects, providing potential advantages to those who opt for this election.

S Corporation Taxation Structure for a C Corporation
Opting for S Corporation status can have significant implications, particularly in contrast to the default tax treatment of a C Corporation. Without the S Corporation election, a C Corporation is subject to income tax on its profits at the corporate tax rate, and a portion of its profits faces the challenge of “double taxation.” This occurs when the corporation’s earnings are taxed initially at the time of accrual and again when distributed as dividends to shareholders. It’s crucial to note that dividends are not tax-deductible, adding to the complexity of the tax burden. Consequently, shareholders must report and pay taxes on their personal returns, resulting in a dual taxation
scenario.

Conversely, an S Corporation operates as a pass-through entity. Profits and losses seamlessly flow through to the shareholders’ personal tax returns, where they are taxed based on individual ownership shares at the applicable tax rates. This structure alleviates the burden of corporate-level taxation, mitigating the issue of double taxation inherent in default C Corporation tax treatment. Moreover, shareholders who are also employees of the C Corporation are only subject to self-employment tax on their wages or salaries, with dividend income remaining exempt from Social Security and Medicare taxes. It’s important to note that, despite these tax filing distinctions, the compliance requirements for the underlying business entity type (C Corporation) persist unchanged. The corporation must maintain essential elements such as a board of directors, bylaws, and a registered agent to fulfill its regulatory obligations.

How S Corporation Status Can Enhance a C Corporation
Choosing S Corporation status for a C Corporation is driven by the desire to avoid double taxation, a common challenge with traditional C Corporation taxation. This occurs when profits face taxation at both the corporate and individual levels, significantly reducing after-tax income for shareholders. By electing S Corporation status, entrepreneurs convert their C Corporations into pass-through entities, eliminating double taxation. This decision not only simplifies compliance but also offers flexibility in compensation for shareholder-employees, potentially resulting in tax savings. Beyond tax benefits, S Corporation status can enhance credibility and streamline operations, making it a strategic choice for entrepreneurs aiming to optimize their business structure and financial efficiency.

Potential Issues of S Corporation Election for a C Corporation
S Corporation status comes with certain constraints, particularly in income allocation. Within an S Corporation, income must be distributed proportionally to ownership, limiting flexibility. For instance, if two business partners each own 50 percent, they are taxed on precisely half of the profits, irrespective of any alternative profit-sharing arrangements. Moreover, opting for S Corporation election imposes eligibility restrictions on potential corporate owners. Additionally, the ability to raise capital may be restricted, given that S Corporations are limited to having 100 or fewer shareholders. These limitations underscore the need for careful consideration when deciding on S Corporation status, as they can impact not only the financial dynamics within the business but also its potential for growth and investment.

S Corporation Taxation Structure for an LLC
An LLC is inherently a pass-through tax entity, channeling all profits directly to owners’ personal tax returns, subjecting them to income tax and self-employment taxes on Social Security and Medicare for the entire business profits. Opting for S Corporation tax treatment offers a tax advantage by subjecting only the income paid to LLC members through payroll to self-employment taxes, excluding Social Security andMedicare taxes on profits distributed as owner dividends. Despite the tax distinctions, an LLC with S Corporation status maintains the same business compliance requirements as default tax treatment, avoiding the stringent formalities associated with C Corporations. Notably, there’s no obligation for an LLC to adopt corporate practices like forming a board of directors or implementing bylaws following an S Corporation election.

It’s important to mention that sole proprietorships and partnerships need to transition to an LLC or incorporate before becoming eligible for S Corporation tax treatment. Business owners must adhere to state requirements, complete entity formation paperwork, and fulfill other legal prerequisites to establish their company before electing S Corporation status.


How S Corporation Status Can Advance an LLC
Choosing S Corporation taxation offers LLC members a means to alleviate their personal tax burden. Under this election, only income dispensed to business owners through payroll incurs Social Security and Medicare taxes (FICA). This strategic approach allows for effective tax management, with profit distributions, though subject to income tax, remaining exempt from FICA obligations.


Potential Drawbacks of Electing S Corporation Status for an LLC
Concerns arise when business owners attempt to manipulate the system by paying themselves minimal wages to minimize FICA tax obligations, potentially triggering IRS scrutiny. It is crucial for LLC members to ensure a reasonable salary or wages for the work performed to maintain compliance. Moreover, the S Corporation election introduces eligibility restrictions on LLC ownership, adding
an extra layer of consideration. Managing payroll becomes more intricate under S Corporation status, surpassing the simplicity of owner’s draws commonly associated with LLCs. In addition to these considerations, the tax filing process becomes more intricate with S Corporation status compared to the straightforward filings associated with default LLC tax treatment. Navigating these complexities requires careful attention to detail to fulfill the requirements of the elected tax structure.

Entities aspiring for S Corporation pass-through taxation must adhere to specific IRS eligibility criteria:
Must be a domestic corporation.
The shareholder count must not exceed 100.
All shareholders must be individuals who are legal residents of the United States, excluding
non-resident aliens, partnerships, or corporations. LLCs and partnerships cannot be
shareholders.
Limited to one class of stock, with profits and losses distributed equally among owners based on
their ownership percentage.
Ineligible entities encompass certain financial institutions, insurance companies, and domestic
international sales organizations.
Fulfilling these eligibility requirements is pivotal for corporations and LLCs seeking the tax
advantages associated with S Corporation status.

Information Needed for Form 2553
Completing the S Corporation election form, though it may appear daunting, is a straightforward
process. The necessary details to furnish include:


Contact information.
The desired commencement year for the S Corporation election.
Your tax year details.
Information on Corporation Shareholders/LLC Members.
An explanation, if applicable, for any delay in filing.
Pertinent details about your existing corporation.
Providing this fundamental information ensures a smooth and accurate completion of the form,
demystifying the seemingly complex IRS documentation.


Key considerations regarding the S Corporation election deadline:
Strategic Timing: For existing LLCs and C Corporations with a tax year starting on January 1,
the deadline to submit IRS Form 2553 for S Corporation status is March 15, 2023. Businesses
operating on a fiscal year basis have two months and 15 days after the initiation of their fiscal
year to complete the election. Entrepreneurs launching LLCs or C Corporations in 2023 have a
two-month and 15-day window from their formation date to apply for S Corporation tax treatment
throughout the entire tax year.


Potential Dual Taxation: Delays in filing may result in businesses being taxed as one entity for
part of the year and as an S Corporation for the remainder. For instance, if an S Corporation
election is filed on June 3, 2023, the company will be taxed as an LLC from January 1 to June 2
and as an S Corporation from June 3 to December 31, necessitating the preparation of two sets
of tax forms.


IRS Flexibility: The IRS may retroactively approve the S Corporation election if a business has a
valid reason for late filing. The business owner must provide an explanation on Form 2553
outlining the circumstances that led to the delayed submission.


Flexibility in Effective Date: Planning ahead is rewarded, as businesses aiming for S
Corporation tax treatment in the 2024 tax year can file Form 2553 at any time in 2023, offering
flexibility in implementation.


As time is of the essence, consulting with a tax advisor or accountant is recommended to
assess the suitability of an S Corporation election for your business. If deemed advantageous,
taking prompt action can optimize your tax situation in the upcoming year. CorpNet is available
to assist with the S Corporation election filing process—reach out to get started!