Ep. 44 | S Corporation Basics
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Speaker 2:Good day, everyone, and welcome back to Teaching Tax Flow, the podcast, episode 44. Today, we're gonna have a listen to a discussion that me and our Brainiac founder of Teaching Tax Flow, Chris Piquero, are gonna have about s corporations. But before we do that, as always, let's take a moment and thank our show sponsor.
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Speaker 4:Hey, everyone, and welcome back to Teaching Techflow, the podcast. Today, we're gonna talk about these s corps, the infamous s corps. I'm John Chapalski from the Teaching Tax Flow team. Across the screen from me here is this stunning fella,
Speaker 5:Chris Pacuro. What's happening, man? John, great to see you again. I'm happy to report that we did a poll in our defeating taxes private Facebook group. Just in case you're not in that group and you really should be, go to defeatingtaxes.com.
Speaker 5:We asked our almost we're almost to a thousand members right now. What would they like this episode to be this week? We gave them a few options. We also gave them options to add topics. So I'm surprised at the result.
Speaker 5:49% of votes, and we had a significant amount of votes voted for the s corp basics, subject. So we're gonna talk s corp basics
Speaker 4:on this podcast. And, you know, as we like to say, if you you speak and we will listen. And I know, Chris, you just absolutely have a have a warm heart for s corps to say the least. And I'm saying that totally sarcastically for those that are just listen just listening to this. Chris's eyes, by the way, just turned glowing red a little bit, and he got a little shaky.
Speaker 4:Well, let's talk let's talk about these things. Chris, hopefully, let's sit down on the couch, and you close your eyes, and let's talk s corps. So first off some breathing exercises. First off, don't worry. I'll, you know, I'll rub your shoulders.
Speaker 4:It'll be hot. I promise. It'll be okay. Everything will be okay. I'd say the first thing, though, Chris, before we jump into it, Chris, explain to us a little bit what these little these little fellows are.
Speaker 4:What are s corps?
Speaker 5:Well, it it's a per first of all, it's and not that I dislike s corps. One of the things that myself and as many prep CPAs and tax professionals in their private practices run into is that s corps, in my opinion, are the most used tax strategy when it was not needed. Okay? And I'm gonna explain that as we jump through this podcast. But 30,000 foot view, what an s corp is, is a federal tax entity election where your business entity is taxed as what we call a hybrid entity.
Speaker 5:And that hybrid entity has some characteristics of a partnership, some characteristics of a corporation. So when we walk through the s corp basics, we're gonna talk about the introduce the subject. We're gonna talk about how you format management, what type of asset protection you might have. We're gonna talk about tax reporting and fringe benefits. A little bit of IRS guidance, and then what I want people to take away from this is when does it make sense to consider electing to be an s corporation or taxed as an s corporation?
Speaker 5:Because, again, a lot of times, I feel like people taxpayers jump into it without really understanding understanding the, why you would be an s corporation because it definitely comes with a lot of responsibility.
Speaker 4:And and similar but different too at the same time. So I we did a fantastic episode really early on. You know, now we're we're up there to the forties on the number of episodes we've done on this specific podcast. And one of the first ones, I I forgot what number exactly, but it was on LLCs. Right?
Speaker 4:So, again, kind of similar but different. You know, we talked about in that one that LLCs sometimes, you know, people just form these things for the sake of forming them, which is a disregarded entity from certain eyes, and sometimes it complicates things. So I know you had mentioned that s corps are commonly, we'll say commonly, overused in some cases. So I'm really curious when you do get to that point in this conversation, just diving into that specifically. Right?
Speaker 4:Like, why people decide to I wouldn't say jump off the cliff. That's a terrible way to say it. Why they decide to go in that route instead of another one? So I'm sitting here with my notepad ready.
Speaker 5:Oh, I'm excited, Sven. Well, an s corporation can be a very positive thing and for in general, and then we'll dive into the specifics. An s corporation can be a great tax selection for somebody that is earning a lot of income, that has a business of some type, is either a corporation or an LLC. You could even be a sole proprietor and and get to the point you're an s corp. We'll talk about that.
Speaker 5:And that person, in my opinion, is is good with paperwork and organized, and that person is earning a significant amount of net profit while performing a job, performing the duties as owner of their company that if they were to replace themselves would be a lower paying job, because you have to if you do make an s corporation election, you have to pay yourself some reasonable compensation and that has to go on a w two. So this would it's it's and it's typically someone in an active business. It's not gonna be someone that owns rental properties or has passive income, and s corp really doesn't make a lot of sense. But let's we'll dive in, and it'll it'll become more clear, as we work into what the s corp is and and then when it makes sense. But that's that's why it can be something positive, but you have to make sure what we say is the juice is worth the squeeze.
Speaker 5:And one of the things we teach in T STEAM Tax Flow is is diagnose, prescribe, IQ test, implement. So diagnosis, someone that's in a higher marginal tax rate, someone that's paying a significant amount of, self employment tax that might wanna change their type of entry that's getting taxed. That's a that's a prescription for that s corp diagnosis.
Speaker 4:And here's actually a question too. So, I mean, this is a little bit more broad too, but you're, you know, you're electing to to file as an s corp. Do you commonly or have you commonly seen people kind of trying to jump back and forth between, C corp, s corps? I mean, like, there there's benefits and, you know, problems with each one of them, or is it historically, have you seen in your twenty twenty plus years? I love throwing it at you, by the way, too, because it's so Yeah.
Speaker 4:Although every time every time I try to make you sound older, I'm in turn making myself sound older, which is okay. But, yeah, all seriousness, do people have you seen people try to toggle back and forth between those, or do they say, hey. I'm an I'm an s corp today, and I'm gonna gonna stay that way for a while. What have you seen?
Speaker 5:Well, in general, you if you make a s corporation election, you have to consider that at least a five year decision and without getting it all the weeds. So it should be a somewhat permanent decision to make that election, to be to be taxed as an s corporation.
Speaker 4:So the advantage so, basically, if somebody has management issues, they should not do that.
Speaker 5:I guess so. Correct. Or or if they think their income is going to change. What the advantage of the, the main advantage of an s corporation is to take your net income. Let's assume you're you're you're a self employed or you're a single member LLC.
Speaker 5:Let's take your income that's subject to self employment tax, which the self the the Social Security maximum here in 2023 is about a hundred and $60,000. So on your first hundred and sixty thousand dollars, you're paying into the Social Security system. If you're self employed, you're playing you're paying, your side and the employer side. And if your job within that company, the reasonable compensation for doing that job is significantly less than a hundred and $60,000, there could be a tax savings there that if let's say let's say you have a hundred and $60,000 worth of profit in your company. You are a oh, John.
Speaker 5:I don't know. You're a social media, consultant. And let's say that you're
Speaker 4:I was waiting to see what what was gonna come out of your mouth there. So that was very that was very tame. I commend you, sir.
Speaker 5:You're great enough. That. And let's say your reasonable compensation for being a social media consultant is a hundred thousand dollars. Okay? Now you might say, well, how do you come up with that?
Speaker 5:We you would need to do you need to determine that, in an IRS compliant format. So we use in our private CPA practice software, to calculate based on a survey and and some discussion what reasonable compensation is. But let's say you're at a hundred 60,000 in net income, you have no other employees, and you your reasonable compensation would be a hundred thousand dollars. If you make the SLA action, you would pay yourself the hundred thousand dollars as salary on a w two still subject to all those payroll taxes, and then the remaining $60,000 would be taxed as ordinary income, and you could take it as a dividend. So the tax savings in theory would be about 15% of the $60,000.
Speaker 5:So that's about a $9,000 tax savings. Now that's that could be significant, yet you also then have to make sure you're paying yourself on a w two. You have additional filing requirements. You have to file a separate tax return. You've got to process payroll.
Speaker 5:So there's costs associated with being this s corporation in running payroll. Let's just say that's a couple of 2 to $3,000 a year just in general. It's still a positive still could be a positive, result for you. It's just you have to make sure it's reasonable compensation. Now let's assume you're a social media consultant where you do a reason you you determine your reasonable compensation is a hundred thousand dollars per year.
Speaker 5:But let's say that you, you're also a homemaker, and you only work a thousand hours a year being doing as a social media consultant. You're self employed at the time you're self employed. This is where the s corp would make even more sense because then you're only required to pay yourself $50,000 on our w two because a hundred thousand dollars is based on a full time job. $50,000 is part time or a thousand hours. No, John.
Speaker 5:Your your savings is double. It's $19,000 of potential savings on payroll taxes. So we're gonna talk about some of the other benefits. That's when the s corp might make sense. The reason the s corp ruffles my feathers is for two two two reasons.
Speaker 5:One, people that make the s corp election there's three of them, actually. Three things now. I'm just thinking about it. You can tell how much rehearsal time we do. Right?
Speaker 5:What is the
Speaker 4:We we keep it real around here. That's our goal.
Speaker 5:Alright? The first one is someone that would not get any type of tax benefit from being an s corp doing an s corp election because their reasonable compensation would be more than they have in profit or their social security wage base. So there's no potential savings. That would be the people person that makes s corp too early. You know, they're just not there yet.
Speaker 5:The second one is by let's say you're a perfect fit. You're at a hundred and $60. You're a social media consultant, and you spend only 25% of your time doing, you know, working in s corp, and you only have to pay yourself $25,000. You know, like, hey. That's a big savings.
Speaker 5:Oh, by the way, you also have a full time job. Let's say you work at a large organization and you have some flex time and you get paid $200,000 on a w two by that corporation. Guess what? You're already paying into the max in your Social Security, so there's actually no tax savings with the s corp. You're you're gonna pay even more in tax because, with payroll taxes, unemployment taxes.
Speaker 5:That gets my goat also. Because
Speaker 4:it's kinda funny. So the one thing you had mentioned too, you know, you almost allude to, you know, this is this is not a, you know, me and my cheesy lines. This is definitely not a fake it till you make it scenario or or an opportunity. You do not wanna take advantage of this too early because it's basically gonna kick you in the kick you in the rear pretty hard. Is that correct?
Speaker 5:Exactly. And these examples are the people that are either self employed or a single member LLC. It could even be a multimember LLC, where but but if you have a multimember LLC, then each of the members that's actively in participating in the business have to take to to have to take, wages. Or you could be a c corporation, and you can make an s corp election status. You can make s corp status.
Speaker 5:So you might reduce the amount you're paying yourself on a w two, and that might make sense. But my third one is gonna be the people that the reasonable compensation is more than the Social Security wage base. Give you an example, John. Self let's say you have a, a brain surgeon, and they work for several hospitals. They have their own entity set up.
Speaker 5:Let's say they're taxed as a regardless of how they're taxed. But let's say they're self employed, and, they make, you know, $700,000 per year, and they say, hey. I think I should be an s corp. Okay. How can I make an argument that their wages should be less than a hundred and $60,000?
Speaker 5:It's very difficult too. And now, actually, with the tax cuts and jobs act of 2017, your qualified business income deduction is based on your net income after you pay yourself wages. So the point is s corps can be really powerful entities for the right people. There's a great sweet spot that you need to be talking to your tax professional or jump into defeating taxes or come into teaching tax flow community, and we're happy to talk you through if that makes sense for you. I'm not it's not that I'm not a fan of s corps.
Speaker 5:There's a lot of advantages. We're gonna kinda walk through those in a minute of being an s corporation. It's just it's it's just that there has to the the the because right time scenario I know.
Speaker 4:Closer. Right? And I don't know if you heard me chuckling a a couple moments ago too. I think it's very ironic and hilarious. Obviously, I'm showing my maturity level with this, that you chose a brain surgeon because I was about to say as you're going through these, I could just see all the neurons or whatever they call in your brain just, like, firing as you're going through this stuff, which, I mean, it's second nature to you.
Speaker 4:But for some I mean, this is very complicated. Right? And and, I mean, I can speak personally. I mean, not this not in this case scenario specifically. But, you know, sometimes if you're not comfortable or, you you know, you're not confident in a % of, you know, hey.
Speaker 4:I should go in this direction. You tend to possibly make knee jerk reactions with with some things and not talking, you know, bad about any, you know, anybody's tax professionals specifically. But if they're not super knowledgeable in this, I'm sure that could definitely pose pose a big issue. Right? Like, Chris, I've been on some great conversations with with y'all's clients back in the day, and and you're very honest with them.
Speaker 4:I and and been respectful, of course. You know, you I I I shouldn't say you you say your piece, but, you're very good at educating people about options and then looking down the road. You know? It's not just, hey. This is a great option for right now.
Speaker 4:And you've given me a lot of great advice such as this in the past too where some people's tax pros and and, again, not saying anyone specifically or or hopefully there's nobody that does this out there, but if there is, I'm sure there's a few, they just tend to move it along, and then there's issues down the road. So, basically, what I'm what I'm getting at is it's very it's very much so a consultancy role and working with clients and every situation, every person is very different. Correct.
Speaker 5:And, well, thank you for the compliments. And and, again, yeah, s corps are not bad. They're just you know, when you when you have multiple owners instead of with an LLC, a lot more flexibility. The other thing to be weary of is making sure that you can that you're an entity could be paid. So for I'll give you an example, John.
Speaker 5:Let's say you have someone that's a a a real estate agent. Okay? They might be required to be paid personally. So there's some question as to if they form a single member LLC and then elect to be taxed as an s corp. There could be legitimate tax savings there.
Speaker 5:The real estate agent could be making in the hundreds and hundreds of thousands of dollars. There could be a great argument for them to be paid at a reasonable compensation of you know, if you look at what the average real estate agent makes and and etcetera, etcetera. Let's say they're I'm just making numbers up, but there's an argument they could make $70. Okay? But the issue too is is, you know, are they being paid personally, or do they meet and this is a state by state issue, but does the do you have to be a real estate broker enable for you to be paid commissions to an entity?
Speaker 5:So that's the other thing where be weary that if you're getting ten ninety nines in your personal name, make sure that it you're not breaking state law by assigning that income to an s corporation. Okay? Because you're on a lot if you're gonna be an s corporation, that means you have an entity, an LLC, or corp that you'd like to be taxed as an s. Make sure that your income can go directly into that entity and still not going in your personal name. So we still haven't gotten into the technical parts of this, which I'm gonna get into now.
Speaker 5:But and I you know, and I'm glad this we went into this direction because instead of waiting till the end to talk about when it makes sense, but I it's not again, it's not that it's bad. It's just that I feel like this is an overused strategy, meaning people is used when it's not really appropriate to be used, and there's not a big tax savings for people. So makes, makes total sense. Okay. So let's talk about this, though, the kind of some of the technical part.
Speaker 5:When you're remember that an s corporation is an election. Right? You're either an LLC or some type of or a corporation that elects to be taxed as an s corp. So the entity itself still has to file formation documents of state filing agency. You still have to have some formality with the board of directors and officers, some bylaws, some annual meetings.
Speaker 5:Once you elect to be taxed as an s corp, owners own stock, not membership interest, and they're referred to a shareholders just like a corp. So So remember I said this if if if a partnership and a corporation had a baby or an LLC and a partnership had a baby, it'd be an s corp. There are some limitations in ownership. So s corps were created because there are some there are some detrimental parts of the tax code that a lot is that if you're a c corporation, you get double taxed. So that I the government said, okay.
Speaker 5:Well, we'll allow you to be a corp, pay yourself reasonable compensation, and then the the amount of income over that reasonable compensation is not subject to all those payroll taxes. That said, there's a limit of, hundred shareholders and each shareholder has to be a US citizen and resident. So so foreign nationals can't be can't be an owner can't be an owner into an s corp. S corp, the stock is limited to one class of stock. Remember I said LLCs, you have more flexibility.
Speaker 5:You could be I could have a certain class of stock or in corps. Same with corps. You could have different classes of stock with different voting powers, where an s corp, you only get one class of stock with equal rights of distributions and liquidations. You know, the the entity existence is perpetual, so that is a positive. And this really makes the owners that perform service for the corporation, the s corp, have to be paid a reasonable compensation, but that does allow owners to pass on some company fringe benefits that you couldn't pass on.
Speaker 5:That's where I said you really need to learn the numbers to make sure there's a tax savings. You're avoiding double taxation, and it does provide you with asset protection or liability protection. Now if you want to be taxed as an s corporation and you're now you have a business that's a corp or an LLC, you have to do that by filing a form, not to get too technical here, but twenty five fifty three, with the IRS. And you have you you know how much I love monopoly and those get out of jail free cards? Cool thing is is you have the first seventy five days of any year to make a s corp election.
Speaker 5:And so if it's 02/15/2023 and you're like, dang. I really think it's gonna make sense for me to be an s corp moving forward. You can make that election and make it effective in 2023. There are some remedies for s corp like, failed s corp elections. One of the things I I can't tell you how many times we've seen it is when a when a taxpayer goes to an attorney, creates an entity, files the court the corporation, all this stuff occurs, and they think they mailed in an s corp election and they didn't.
Speaker 5:So the IRS thinks they're a c corporation or a partnership if they're an LLC, and they are not. So make sure we talk about building your board of directors. Make sure that you're working with the right tax professional, right legal team to ensure everyone is working together.
Speaker 4:And we'll drop a lot of the resources that we have as well just on this topic. I believe we have a a blog article with a couple items in there, as well as, the content that's on our website. I'll we'll be sure to put in the show notes here too. So if if you've been listening to this, anybody, and your brain's just spilling or spinning around in circles, obviously, they make a rewind and a replay button for a reason. Go back and listen to some of these specifics, but then also we'll you know, as I mentioned, we'll put those resources down there for you as well too.
Speaker 4:So
Speaker 5:Absolutely. And that's a great segue to end things here under and I remember I talked about, do you have tax compliance costs? So from a tax from a federal tax perspective and and your s corporation, there is no tax on the federal level. The income and losses passed to shareholders, using a form k one, and that k one's attached to an annual form eleven twenty s. Eleven twenty s is the annual form due March 15 that the corporation, that's corp, files and reports to the IRS.
Speaker 5:Now one thing to consider, because I am here in the beautiful state of Tennessee, you have to consider if the state because Tennessee has no personal income tax, but they do tax s corp. So you have to consider when you're doing your analysis, should you be an s corporation, in the state that you're doing business in? That is important. We mentioned the shareholders that perform service for the s corp need to be paid that reasonable compensation on a w two. So hybrid entity, if you're an owner of an s corp, you'll probably get a w two and a k one from the same entity, and distributions are not separate for that self employment tax.
Speaker 5:I know we threw a lot of information out there, but it's this is s corp basics. We are gonna have even more detailed content on the teaching tax flow community. I would say that a good candidate for an s corp, if you're driving around, running, walking, whatever people do when they do podcast working, if you're self employed or you own a single member LLC, you are netting a hundred and $50,000 plus per year, you don't have any employees, and you feel like reasonable compensation to replace yourself is relatively low, that's when the s corp might make sense. If you're a c corporation and you have a ton of profit and to avoid double taxation, you're paying yourself a lot of money on a w two, hundreds of thousands of dollars, and you feel that you can re you have an argument to give yourself reasonable compensation of much less, you might wanna consider the s corp. So those are the two that really should resonate if you're in one of those situations.
Speaker 5:Please jump into that defeating taxes private Facebook book group. John is going to give those resources. Reach out to us. We talk all the time. Collaboration, over competition.
Speaker 5:Let's talk. Let's maybe run some numbers for you. We got some and and maybe, work with your tax professional, and and some of that analysis because most you know, we've done doing some research that only 18% of tax professionals lead with tax planning and strategy. So 82% of tax professionals don't nest don't and this is a survey by Intuit, but do not lead, meaning their go to isn't tax planning and strategy. So if your tax professional doesn't provide that service, guess what?
Speaker 5:You're in the majority. 82% of them do not provide that as a lead of their services. So don't don't don't feel bad. That's why we're here. And you come to the right place because that's what we do.
Speaker 5:That's what we offer, which actually we'll put
Speaker 4:a link down in this show too, for some tax strategy and tax planning resources as well. We have a really great product, that our team has put together. Been working out for a long time. Be sure to check that out. And, Chris, you dropped a lot of good points.
Speaker 4:I mean, that that is a lot of information. As I promised at the very beginning of this, we did survive. Everything is okay. See? You're fine.
Speaker 4:If you're sweating a little bit, I'm sure. You know, just wipe it off. Go outside. Go play some pickleball. You know, we always talk about that, and you'll feel better.
Speaker 4:Okay.
Speaker 5:For the record, I didn't mention pickleball this episode, but
Speaker 4:You didn't. I think the last couple, I'm the one that actually said something about it, which never happens. And, actually, I'd I'd like to kinda pose a challenge to our to our listeners here. I know we always say we'd love to hear from you. You know, email on defeating taxes on that group, etcetera.
Speaker 4:Let us know what you think about this topic and and be totally honest with us. Say, you know, oh, I didn't know anything about s corps. Now I know. Or I knew some. I'm still confused.
Speaker 4:I need more information. Or even tell us your story about it. You know, maybe maybe you were one of the ones that fell into a you know, that category, checked all the boxes. It was a great great option for you. You made that you made that election, and you've been happy with it.
Speaker 4:Or on the other side, it didn't work out for you, or something came up. Or we would just love to hear it. If it's something you do wanna let us know anonymously, again, shoot us an email. We're not gonna share any information. We're not gonna try to sell you something based off of your response.
Speaker 4:We just really wanna hear because a lot of our content actually, all of our content is built for our listeners, for our audience on those groups. We absolutely love it. That's what keeps us moving.
Speaker 5:And one more thing to add, right, either in the defeating taxes private Facebook group, you can post anonymously. So like John said, you know, we know your tax situation can be very personal. Post it anonymously. We will reply, and and give you an opportunity to expand on that conversation, in a one to one setting if you want. So
Speaker 4:Absolutely. Absolutely. And no hard feelings if you post anonymously. Any content is good content in some regard. So on that note, we're gonna wrap this one up.
Speaker 4:We will see everybody or hear everybody very soon. Post in that group. And until next time, we'll see you next week.
Speaker 2:Hey, everybody. Thanks for hanging in there with us on this episode. This is John Topolsky still here with you from the Teaching Tax Flow team. Hopefully, you got some good takeaways from this one regarding those s corps. As Chris had mentioned, you know, multiple times, I believe, on this one, sometimes they're just overused or misunderstood or a little bit of a combination of both as being, being more of a hybrid.
Speaker 2:But as always, we offer more than just the podcast. So actually, if you haven't heard yet, be sure to hop
Speaker 4:on to teachingtaxflow.com, and you can actually sign
Speaker 2:up for a free membership. The basic membership is free for, any of our courses. There's a couple other resources on there as well. Of course, there is a premium membership that comes with a lot more for you. However, on either one, there's actually an s corp, course.
Speaker 2:So you can hop on, learn a little bit more about that. It goes into depth, couple of resources on these as well as long as or I should say, as well as, lots of other things. I believe right now, we're hovering right around 30 courses or so that are on there, adding more all the time.
Speaker 4:So we look forward to adding more of those here in
Speaker 2:the weeks to come. But as always, hop on there. Great resource and the defeating taxes private Facebook group is also there for you too. So that is totally free. Both those, no gimmicks, no bait and switch, no carrot and stick as some people like to say, and as always too, if you have any questions, feel free to reach out to us.
Speaker 2:Send us an email
Speaker 4:at helloteachingtaxflow dot com or just shoot us
Speaker 2:a message on Facebook, LinkedIn, on that defeating taxes group, either one. We'd love to hear from you regardless. As always, as I like to say, until next time.
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