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Starting a Business - Pros and Cons of S
Corporations
Since you have indicated that you may be interested in operating your new
business as an S corporation, here is a checklist highlighting advantages and
disadvantages of the S corporation form. As you take a look please keep in mind
that Congress may pass S corporation reform that would eliminate or lessen some
of the current disadvantages. Just call us for an update.
Some of the advantages are:
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Your personal assets will not be at
risk because of the activities or liabilities of the S corporation (unless, of
course, you pledge assets or personally guarantee the corporation's debt).
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Your S corporation generally will
not have to pay corporate level income tax. Instead, the corporation's gains,
losses, deductions, and credits are passed through to you and any other
shareholders, and are claimed on your individual returns. The fact that losses
can be claimed on the shareholders' individual returns (subject to what are
known as the passive loss limits) can be a big advantage over regular
corporations. Liquidating distributions generally also are subject to only one
level of tax. |
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The S corporation also has no
corporate alternative minimum tax (AMT) liability (however, corporate items
passed through to you may affect your individual AMT liability). |
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FICA tax is not owed on the regular
business earnings of the corporation, only on salaries paid to employees. This
is a potential advantage over sole proprietorships, partnerships, and limited
liability companies. |
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The S corporation is not subject to
the so-called accumulated earnings tax that applies to regular corporations
that do not distribute their earnings and have no plan for their use by the
corporation. |
Some of the disadvantages are:
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S corporations cannot have more
than 100 shareholders (but with husband and wife being considered as only one
shareholder). Further, no shareholder may be a nonresident alien. |
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Corporations, nonresident aliens,
and most estates and trusts cannot be S corporation shareholders. Electing
small business trusts, however, can be shareholders, a distinct estate
planning advantage. |
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S corporations may not own
subsidiaries, which can make expansion difficult, unless the subsidiary is a
Qualified Subchapter S Subsidiary (a 100% owned S corporation). |
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S corporations can have only one
class of stock (although differences in voting rights are permitted). This
severely limits how income and losses of the corporation can be allocated to
shareholders. |
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A shareholder's basis in the
corporation does not include any of the corporation's debt, even if the
shareholder has personally guaranteed it. This has the effect of limiting the
amount of losses that can be passed through. It is a disadvantage compared to
partnerships and limited liability companies, and is one of the main reasons
that those forms are usually used for real estate ventures and other
highly-leveraged enterprises. |
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S corporation shareholder-employees
with more than a 2-percent ownership interest are not entitled to most
tax-favored fringe benefits that are available to employees or regular
corporations. |
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S corporations generally must
operate on a calendar year. |
Some of these factors will be more important than others, depending upon the
particular circumstances. If you would like to pursue this matter further, and
have us fully evaluate your situation, please do not hesitate to call.
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