Ep. 120 | Should I Be An S-Corp?
Download MP3Hey, everybody, and welcome back to the teaching tax full podcast episode 120 today. The question at hand is, should I be or should I not be an s corp? That is the question. So today, we're gonna talk about it. We're gonna see when you should elect to file as an s corp, but before we do that, let's take a brief moment and thank our episode sponsor.
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John Tripolsky:Alright, everybody. We are back here again on the TTF, the teaching tax flow podcast. And obviously, in the intro, we said it. We are gonna dive into when you should elect to be an s corp. So what does that mean?
John Tripolsky:I'm sure if you're in certain, certain business activities, you may have heard that being an s corp is the best thing you could possibly do, but you could be wrong or you could be right. So we're gonna dive into this. Obviously, I brought my, better looking smarter cohost, Chris Pacuro, to the party. Chris, what's happening, man? How are you?
Chris Picciurro:I'm great. How are you doing?
John Tripolsky:I'm doing good. I'm doing good. I know this is a topic again. You know, we say that all the time because we plan these out, and we base the content off what people are asking. But this, again, really is something we hear a lot.
John Tripolsky:And, you know, myself not being in the tax world, you know, like you are and and some of our colleagues are, it it's almost confusing to me at times because some people get so jazzed up. They get so excited about it. And then it's like, it's probably not the best idea. So I look forward to having this discussion. And, you know, maybe, Chris, we start off with, you know, what exactly is an s corp?
John Tripolsky:You know, is this something you check the box?
Chris Picciurro:Well, we did do a previous episode on s corp basics. So I'm gonna I think that was episode 45 somewhere in there, and that's where we really walk through what an s corp is. But in our private practice, I talk to people we're working with we're working with all the time that ideas are cheap and implementation is valuable. So we're not yeah. I'm gonna explain what an s corp is, but we have an entire episode on the nuts and bolts of what an s corp is.
Chris Picciurro:Today, we're gonna focus on when you should actually apply this concept to your situation and when it's probably not a great idea to to apply it. We always recommend you work with your tax professional and talk through the long term ramifications of any type of decision. To answer your question, yeah, an s corporation is a is kind of a hybrid type of tax entity. And what it is is that if you have an LLC or a c corporation, it is an election you make to to be taxed in a certain way. When a s corp, what an s corp does is that it it it has some of the, characteristics of a corporation or a c corporation, but it has the flow through of of an LLC.
Chris Picciurro:Meaning, the s corp itself on a federal level is not taxed. The owners of the s corp or the shareholders of the s corp are taxed on their personal return based on the profit and loss of the s corporation. The main advantage of the s corp, the the 99% advantage is that, in the right situation, s corp earnings right. Here's the main advantage. S corp earnings or net income from an s corp are not subject to self employment tax or that 15.3, which is social security and Medicare tax.
Chris Picciurro:That's the advantage of the s corp. However, many people that aren't paying that tax for some reason decide to be an s corp, but that's the main benefit of it. Now there are some things you need to know about making an s corp election. And if you are a business owner and you're working in the in the company, you have to pay yourself what's called a reasonable compensation. We're gonna talk about that in a couple minutes.
Chris Picciurro:And then after you pay yourself the reasonable compensation, the remaining profit is exempt from the Social Security and Medicare tax. That's the main advantage of an s corp. So that's that's one of those things that, that a lot of people, you know, you you wanna I always think about a fish tank. Right? And and, you know, you don't wanna put freshwater fish in a saltwater fish tank and vice versa.
Chris Picciurro:You have to make sure that you have the the right tank for the right fish. So depending on your business. So we're gonna talk through when should you when should you consider to elect to be an s corp? Now I will say one more thing, and then we're not gonna talk about the tax compliance too much on the s corp, is that you have until March 15th of any year, in general, give or take, depending on leap year, holidays, weekend, to elect s corp for that year. So if if it's February 10th, you and let's say you have a single member LLC, and you decide you wanna be an s corp, and it's February 10, 2025, you can make that s corp election and make it retroactive back to January 1, 2025.
Chris Picciurro:There are some issues with, you know, if you've elect late. I mean, there's a ton of I'm just gonna say it. It is a very messy process, as far as the s corporation elections. Now the form you file, a form 2553, is easy to file, typically. But as far as the IRS obtaining that form, and I can't tell you, it's weekly where someone says, oh, I like to I'm I'm an s corp, and the IRS never got the form.
Chris Picciurro:Well, I thought my attorney filed it out. Oh, I thought I mailed that in. Oh, I e filed it. You can't e file it. So, again, there's it it is kind of a very frustrating situation for many, many accountants.
Chris Picciurro:However, let's talk about when it makes sense and when it doesn't make sense. And Sure.
John Tripolsky:So a couple things on that too, Chris. Just kind of what I'm taking from this are are a few things. Right? So to when you're electing to file as an f corp, that's not, you know, like I said, the I think I use the analogy or the the situation. If it's not a box you check on, you know, when you're starting your, you know, starting your business.
John Tripolsky:It's it's not something that kinda is behind the scenes. It's you're never checking the s corp box on a w nine or anything like that. It's just the election you're making behind the scenes, if you will. Is
Chris Picciurro:that right? You you obtain a federal identification number. You file your articles of organization or incorporation with your state, and then you make the s election. If you are a c corporation, though, you need to be extremely careful about making an s corp election, because of something called the big tax that stands for built in gains. So that goes far beyond the scope of this, this episode.
Chris Picciurro:That's why you need to work with a tax professional. So let's we're gonna jump in on when it does make sense to be an s corp. So an LLC or a c corp can elect to be taxed as an s s corp, and, so when should you do it? Right? Well, the fir remember, the advantage of the s corp is that you mitigate your self employment tax or so or you mitigate double taxation in the in, when you're talking about a c corp.
Chris Picciurro:If you're scratching your head thinking double taxation, don't worry. Jump on a teaching tax flows YouTube channel. We have we have content in every type of business entity. So an s corp could make sense, 1, if your business is profitable. Right?
Chris Picciurro:Because you're to mitigate tax, that means you have to be paying tax. I can't tell you how many times people have elected s corp before their business is even profitable. That makes no sense to me. But that's alright. That's why you had to you had to drag me, kicking and screaming to do this episode because it it really gets it's very frustrating to be quite honest.
Chris Picciurro:Not just myself as you know and many people listeners know, I am very fortunate to work, for the National Association of Tax Professionals doing year end tax season update. So I get to I taught, I think, 3 or 400 other tax professionals over the fall and winter. And trust me, I'm not the only one that that shakes my head and gets frustrated about the whole s corp process and people electing it when they shouldn't. So anyway
John Tripolsky:And actually,
Chris Picciurro:it's a pretty profitable for it to make sense. If your business isn't profitable, an s corp election is is is not a good idea.
John Tripolsky:Right. That's a terrible idea. Don't get excited about it. It's not like, oh, you know, yay. Make a sign or a billboard that you've you know, you're now an s corp.
John Tripolsky:So how many tie I mean, not the exact number probably, but, you know, you've been doing this a while. So you've you've been a tax pro for,
Chris Picciurro:you know, how many centuries
John Tripolsky:now? 2 2 or 3? But was it, like, when the Romans were around, you know, doing the Yeah.
Chris Picciurro:Yeah. Actually, we had an abacus.
John Tripolsky:You did you know what it was? You're you know, you're not that old, but I'm sure you and Abe Lincoln sat down together, had a discussion about, you know anyways, I'll be nice. I'll be Chris just had a birthday not too long ago if anybody's wondering why I'm giving him a hard time. I won't say the number, but it's it's up.
Chris Picciurro:Yeah. That's awesome. I I was I'm I'm excited that I made it to 50, so I'm I'm not I'm good with
John Tripolsky:it. It's a milestone. But so so what I was gonna ask before I say razz it on you. So do you you know, I'm sure you've seen it a lot, but then also, say somebody comes to you. You get a new client or, you know, client you guys have been working with for a while.
John Tripolsky:They you know, they're all excited. They they've elected to be an s. And is it a messy situation if you sit down? You said that was a terrible idea. Let's revert back to how you were before.
John Tripolsky:So if somebody did it, is it kind of a not a death wish, but what does that look like?
Chris Picciurro:It just depends on the situation. The problem is if you revoke an s corp, then you go back to being a c corp. So Okay.
John Tripolsky:The thing is consult your tax professional before you make this s selection.
Chris Picciurro:If your business is profitable, you might it might make sense. Maybe. But if it's not profitable, it doesn't make sense. The second thing is you have to be able to justify a reasonable salary yourself. We, in our private practice, use, run reasonable compensation reports for our clients to determine what is a a a a good salary.
Chris Picciurro:So let me give you an example, John. Let's say you had let's say you were a, owned a cleaning company. Right, and your net profit was $200,000 Good for you. And you're self employed or you're a single member LLC, you're paying tax on the entire $200 plus you're paying self employment tax on about $180,000 of
John Tripolsky:that up to your social security max. Well,
Chris Picciurro:you would probably be a good candidate for an s corp. The next step would be is, alright. Well, let's look at a reasonable compensation for someone that is that is running that cleaning business. And it might that that might come out to, you know, $60,000. And in that case, yours you would pay yourself a $60,000 salary on a w two and you'd mitigate some of the payroll taxes on the additional $140,000 of of profit.
Chris Picciurro:Remember, you've gotta be profitable, right, but you also have to be able to justify a reasonable salary. And those, you know, so that's where, the IRS doesn't come out with a salary chart. It has to be quote unquote reasonable. So we look at what your role is in the business, what industry standards are, and your skills and expertise, and pay yourself that reasonable salary. Reasonable salary is not 0.
Chris Picciurro:If you're working in the business, you have to take some type of reasonable, salary. So
John Tripolsky:So where it probably doesn't make sense, and I'll just throw a little simple situation out there. Say you're say you're 75,000 in the black and your reasonable comp is 70 or 75,000. There's no there's no point in doing it with that. Right? So it's I think a lot of people would fall into that unless, you know, your your your best way to put it maybe is, and this is me feeling smart, is if you're profitable well beyond what your reasonable comp is.
John Tripolsky:Right? So
Chris Picciurro:Then it can make a lot of sense. Correct. Awesome. Correct. That's Awesome.
Chris Picciurro:That would make so then what what other reasons. Right? Let's say you operate in a tax friendly state. Now you've gotta be careful. I live in the state of Tennessee.
Chris Picciurro:It's very it's very much considered tax friendly. However, we do have a franchise and excise tax. States like California have a franchise tax as well. So when you elect s corp, you might you gotta make sure that you're not triggering some type of state or local tax. Now this podcast, we focus on the federal tax, but it is a consideration.
Chris Picciurro:So if you operate in a tax friendly state, then an s corp might make sense. And the other thing is, if you want to, like I said, pass through you know, you don't wanna be subject to double taxation. So if you wanna pass through your tax for the business onto your personal return, or if you potentially want the opportunity to have the have your entity pay for your state tax and get a deduction for it because many, you know, right now under the Tax Cuts and Jobs Act, your your state and local income tax deduction is capped at $10,000. So if you're listening to this, let's not get in the weeds too much. If you're paying a significant amount of state tax and you're self employed or a partnership, you might wanna consider s corp and then especially if you're self employed, and then make a what's called PTETs, which stands for pass through entity tax election.
Chris Picciurro:So that's what I'm looking for is ultimately the s corp makes sense if you can pay yourself or re justify a reasonable salary and pay yourself that, and if it makes sense tax wise, if there's enough tax savings or tax mitigation to justify the effort. In general, remember, if you elect an s corp, you've gotta pay yourself salaries. You've got you've got w two wages. You have, 11.20 s, which is a a separate tax return. So in general, the compliance for an s corp, is gonna run, as far as tax prep and payroll processing, is gonna run at a minimum of $2,000 a year.
Chris Picciurro:On average, probably about 4 to $5,000 a year. So there's a cost to it, But if you're gonna save 30,000 in tax, okay, now it might make sense.
John Tripolsky:Right. No. It's awesome to to break it down like that. And I think it's really what we're getting into. You know, I I kinda see a little bit of a trend.
John Tripolsky:It's we're talking more about when it's not appropriate really than when it is. So I'm gonna make the assumption that majority of the people that you come across, you're kinda like, you know, probably not the best idea for you to do that. And then, you know, really in in your private practice over the years, I mean, what what industry do you think, like, the the makeup of the type of individual in business? Have you seen it the the majority of the time than
Chris Picciurro:When you're the nice. Right. Because they do Let's say you have a medical doctor, and they're self employed. Right? And they make $200,000 a year.
Chris Picciurro:I can't justify paying a medical doctor that is a 100%, in their practice, much less than the $150,000 a year, maybe 1.70. We'd have to run the report. Right? We'd have to do the work. For that, there's not much arbitrage.
Chris Picciurro:So when does it make sense when you have a highly profitable business and the salary that you can pay yourself that's reasonable is low or lower? Right? So my cleaning business example, my you know, it just depend you know, it's it's all factually dependent. Right? So, yes, I would say more of the like, let's just for lack of better term, maybe more of the blue collar businesses, that we could justify a reasonable compensation for the owner and operator of less than a $100,000.
Chris Picciurro:Or let's say someone's not spending a 100% of their time in the business. Right? So let's say you are a medical doctor. You open up a a practice. Right?
Chris Picciurro:And let's say you have, a couple other doctors working there and you're self employed and you're making $300,000 net, and you're and you should be paying yourself $200,000 under w two, but you only spend one day a week there. Maybe you're partially retired. Right? Then your reasonable comp's only 20% of what you should be paying yourself on salary. So then it would make sense.
Chris Picciurro:So yep. So when should you not be an s corp? Because this one
John Tripolsky:exactly what I was gonna ask you. It's like, what's the not? It's like for I feel like we're right on the edge. It's like, what are the ones that It's like, don't don't do it. Don't don't jump off the cliff.
Chris Picciurro:Yeah. If if you're if you if you're currently a c corp and you have highly appreciated assets or you or you would be subject to that big tax, if your business is not profitable, there's no reason to be an s corp. If you operate if your business owns a lot of real estate now if you're flipping properties that's one thing, But if you have any type of buy and hold properties, an s corp is 99.999999% of the time and a horrific idea. I usually don't get that vulgar on the stock.
John Tripolsky:We need to make, like, a meme or something of you saying that. It's just like your arms up being like, horrific. Don't do it.
Chris Picciurro:It's a terrific. I'm gonna be nice. Why? Because you don't get a step up in basis on the sale of the property. You also you you don't the losses from, losses from an S corp don't flow to your personal return on rental properties like they would, if you're a partnership or you owned it personally.
Chris Picciurro:And if you take the property out of the S corp, you've got a deemed sale. I'll give you a real example, Buck. Someone that we worked with last year, they came to us for a personalized tax plan within teaching tax flow. The person bought a truck for like $80, depreciated the entire thing year 1, of course, then proceeded to sell their business, right? The business got sold, and still owed money on the truck, and part of the buy and sell agreement was the buying company said well you've gotta, you know, we're gonna you've gotta get that truck out of
John Tripolsky:the business. Does that make sense? Mhmm.
Chris Picciurro:Truck's still worth $50, Right? Once he deeded the truck out of the business, that's a deemed sale. He picked up and guess what? He depreciated the entire truck year 1. He just had a $50,000 taxable event from moving that truck from his s corp to his personal to his personal name.
Chris Picciurro:How much cash did he get? Nothing. So, again, when you have appreciated assets, you don't want them that that could come out of the business. You don't really wanna be an s corp.
John Tripolsky:And when you move property out of a business like that, like, say, it's sold you know, say you have we'll just call it a $100,000. You depreciate it all in the 1st year. Say, after a year, it's still worth 80. Yeah. I mean, how does that work with, like, depreciation recapture at that point too?
John Tripolsky:Is that Yeah.
Chris Picciurro:If you like, if you take it out of the s corp, it's all it's a deemed sale. So you're gonna pay taxes for the depreciation
John Tripolsky:recapture. Yeah. Oof.
Chris Picciurro:Yep. Oof.
John Tripolsky:That's a punch in the gut.
Chris Picciurro:It is. So that's where that's where you know, that's that's that's one of those things. So yeah. I mean, if you have a high state tax on s corps, obviously it might not make sense. If you have a complex ownership structure, probably an LLC or limited partnership's gonna make sense because with an s corp you can only have one class of stock.
Chris Picciurro:And you can only take you can only allocate profit and loss and distributions based on the ownership percentage. So
John Tripolsky:Makes sense.
Chris Picciurro:The bottom line is, unless it's a slam dunk, unless you are go unless you're gonna find a ton of value in tax mitigation on the payroll taxes, and that far exceeds your costs associated with the s corp, then it's probably best to to not be an s corp. When you have complex ownership structure, when you have 8, 9, 10 different, owners, you know, it just the s corp just starts to not not make sense. I mean, there's
John Tripolsky:a point. This was actually a a piece that came up too. We did a did a kind of on demand session on tax savings for, businesses making over a 150,000, and s corps came up in that. We got a couple more coming up. So we'll we'll be sure to put that link too in the show notes if anybody's interested on either watching a previous one or, hopping on one of the future ones too.
Chris Picciurro:Exactly. Hey. I'm a advocate of s corps in the right situation. They could definitely work. However, probably 60 to 70% of the time, I I feel it's misused.
Chris Picciurro:So if you have a question though and you're not sure if s corp makes sense for you, jump into the defeating taxes private Facebook group. We're gonna be there to help guide you. Don't be afraid of them. Just don't jump into them. If you formed an s corp, and you mean and you think maybe I shouldn't have done that, Before you revoke the election, talk to a tax professional and see what your best option, is to to to remedy that.
Chris Picciurro:And I can't tell you how many times I've run a whip where someone thought they're an s corp, files an s corp, and they never the IRS never got the documents. They don't have evidence. They send them the the form to the IRS, and ultimately, they get a tax return rejected. And now you got a mess because you've already you've got it's just a very messy situation. So
John Tripolsky:As you can tell by Chris' voice, he's, he's pretty passionate about that. I like how he's like, I can't tell you how many times. He probably has nightmares on how many times that's happened. So I'm
Chris Picciurro:just curious how you know. S corps think about s corp. I just hit me like fire. Right? Fire can be really, really bad.
Chris Picciurro:It could be really, really dangerous, and you can if it goes the wrong way, you could have some unintended consequences. However, if used correctly, fire can keep people warm. Fire can help you cook or, and provide food for your family. So it's not fire is not good or bad. It just has to be used the right way.
Chris Picciurro:Same with s corps.
John Tripolsky:Oh, that's a great way to end. So lean on your tax pro to be your fire keeper.
Chris Picciurro:Yeah. Be your firefighter.
John Tripolsky:And and, Chris, I actually heard this. I think it was just earlier this week, and I feel like I heard it way in the past too. It's a huge and I feel it's very appropriate to what we're talking about here. You know, a lot of people look at it and they say, oh, you know, my my accountant and nothing against an accountant at all. But Right.
John Tripolsky:You know, an accountant really looks back in time. So they're kinda looking in the rearview mirror where a tax professional, they're doing tax planning, which is very very fitting to to what we're talking about here. Mhmm. You know, they're they're looking through the windshield. Going down the road, they're looking to the future years to come because that Right.
Chris Picciurro:You
John Tripolsky:know, that example you gave, somebody bought a vehicle. That truck, that vehicle might have been the best thing they could do at that time for their business, and then they go to sell the business. And it's like, oh, crap. Where I'm sure they were planning for that sale a little bit, but Right. You know, you kinda shoot them you know, shoot yourself in the foot a little bit there.
John Tripolsky:So it's kind of an an easy way to look at it, but hopefully it's fitting.
Chris Picciurro:Absolutely. Absolutely. And one more. I'll I'll I we said we will this will be the final thing. It does fall in line when when it doesn't when it does not make sense to be an s corp.
Chris Picciurro:Remember, mitigating payroll taxes is the reason you would be an s corp. I can't tell you how many times I've seen this situation. Let's say you are a professor at a university and you make a $180,000 a year. You're basically filling up your entire Social security bucket. You also then do speeches outside of it.
Chris Picciurro:Right? You're consulting and and that sort of stuff. Hey, I'm gonna form an s corp. Why? You already you're not gonna save any you're not paying any social security anymore.
Chris Picciurro:You already maxed it out, and and you actually cause yourself more tax.
John Tripolsky:So you could see That's a great great example too.
Chris Picciurro:So we're gonna step away from the mic, John. You know, again, this is probably as most as fired up as I have been on this podcast, but That's alright.
John Tripolsky:Yeah. I can I can think of a couple other topics that we've touched on over the years, but we won't bring those up today? We'll save those for a a rapid fire when, you know, Chris you know, he doesn't have any hair to pull out, so I can't make that happen. But, you know, we'll we'll have fun with that. But and also so coming up next week on the show, we have a we have a really good topic again with a great guest on it, and I'll give you a little preview of it.
John Tripolsky:We're gonna talk about farm tax. So even if you're not in that industry, if you're, you know, you're not in the agriculture, you know, the agricultural business, the ag business, might be something interesting to listen to because it's not every day you can get this information. So we got a guest joining us on that one. And as Chris mentioned a little bit earlier too, jump on that private Facebook group, defeating taxes.com. We'll actually take you straight to it.
John Tripolsky:You don't have to search Facebook or anything for it. We'll put the link in the show notes for it. Make it really, really easy for you, so no excuse. And be sure to subscribe to the podcast wherever you listen to it. And as always, I always feel like I tweak this a little bit, my little outro here, but we'll see you back here again next week, roughly the same time, completely different topic on the Teaching Tax Wealth podcast.
John Tripolsky:Have a great week, everybody. The content provided is for educational purposes only.
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