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19 FAQs For Anyone Considering Converting To An S-Corporation - Everything You Need To Know

Updated: Sep 5, 2023

Whether you're an entrepreneur, business owner, or investor, this resource aims to demystify the intricacies of S-Corporations, the FAQs, and everything you need to know when considering an S-corporation conversion. As you navigate the path toward structuring your business for optimal tax efficiency and growth, these answers will shed light on key aspects, helping you make informed choices and position your enterprise for success in the ever-evolving landscape of business and taxation.


  1. What is an S-corporation?

  2. How do I convert my business to an S-corp?

  3. What are the advantages of becoming an S-corp?

  4. Are there any restrictions on who can become an S-corp?

  5. Will my liability change as an S-corp?

  6. How are S-corp owners taxed?

  7. Are there any specific record-keeping requirements?

  8. Can S-corps offer employee benefits?

  9. Can I deduct business losses on my personal tax return?

  10. How does self-employment tax work for S-corp owners?

  11. Can I still claim business deductions?

  12. What are the potential downsides of converting to an S-corp?

  13. Can I convert back to another business structure later?

  14. How are S-corp owners compensated?

  15. Are there any state-level considerations for S-corp status?

  16. Can S-corporation status impact my ability to raise capital?

  17. How does the S-corp election impact existing contracts?

  18. Can S-corps retain earnings and reinvest them?

  19. Should I consult a professional before converting to an S-corp?


Quesion: What is an S-corporation?

Answer: An S-corporation, often referred to as an S-corp, is a business entity that combines the limited liability advantages of a corporation with the tax benefits of a partnership. It allows business income and losses to pass through to shareholders' personal tax returns, avoiding the double taxation typically associated with C-corporations.


Question: How do I convert my business to an S-corp?

Answer: To convert to an S-corp, you need to file Form 2553, Election by a Small Business Corporation, with the IRS. This form needs to be filed within 75 days of incorporating your business or starting operations.


Question: What are the advantages of becoming an S-corp?

Answer: Converting to an S-corp can offer several benefits. These include pass-through taxation, limited liability protection, potential tax savings through avoiding double taxation, and the ability to enhance your business's professional image.


Question: Are there any restrictions on who can become an S-corp?

Answer: While S-corps offer appealing benefits, there are some limitations. An S-corp must be a domestic corporation, have no more than 100 shareholders, and cannot have certain types of shareholders, such as non-resident aliens.


Question: Will my liability change as an S-corp?

Answer: No, the limited liability protection remains intact for S-corp owners, just as it does for owners of other corporate structures.


Question: How are S-corp owners taxed?

Answer: S-corp shareholders are taxed on their share of the corporation's income and losses, which "pass through" to their personal tax returns. This avoids double taxation at the corporate and personal levels.


Question: Are there any specific record-keeping requirements?

Answer: Yes, S-corps must adhere to strict record-keeping requirements. Proper documentation of financial transactions, corporate resolutions, and adherence to corporate formalities are essential to maintain compliance.


Question: Can S-corps offer employee benefits?

Answer: Absolutely, S-corps can provide a range of employee benefits, including health insurance, retirement plans, and more, which can be a valuable tool for attracting and retaining talent.


Question: Can I deduct business losses on my personal tax return?

Answer: Yes, S-corp shareholders can deduct their share of business losses on their personal tax returns, subject to certain limitations based on their basis in the S-corp.


Question: How does self-employment tax work for S-corp owners?

Answer: S-corp owners can potentially reduce their self-employment taxes by paying themselves a reasonable salary, on which they'll pay both income tax and the associated payroll taxes. The remaining profits in the form of distributions are not subject to self-employment tax.


Question: Can I still claim business deductions?

Answer: Absolutely, S-corp owners can claim ordinary and necessary business expenses as deductions, just like other business structures.


Question: What are the potential downsides of converting to an S-corp?

Answer: While there are significant advantages, there are also considerations to be aware of. S-corps can be administratively complex, involve additional compliance requirements, and potentially lead to higher professional fees.


Question: Can I convert back to another business structure later?

Answer: Yes, while it's possible to convert back to another structure, you need to follow specific procedures, and it's advised to consult professionals to ensure a smooth transition.


Question: How are S-corp owners compensated?

Answer: S-corp owners typically receive a combination of a reasonable salary and distributions. The salary should reflect the fair market value of the services they provide to the company.


Question: Are there any state-level considerations for S-corp status?

Answer: Yes, it's important to consider state-level implications. Some states may have different rules, tax treatment, or filing requirements for S-corporations.


Question: Can S-corporation status impact my ability to raise capital?

Answer: While S-corps can issue shares to raise capital, the limitations on the number and types of shareholders can impact your ability to attract certain investors.


Question: How does the S-corp election impact existing contracts?

Answer: Converting to an S-corp can affect contracts, as you'll need to review and potentially assign existing agreements to the new entity. Legal counsel should be consulted to ensure compliance.


Question: Can S-corps retain earnings and reinvest them?

Answer: Yes, S-corps can retain earnings for business growth, expansion, and investment in a tax-efficient manner.


Question: Should I consult a professional before converting to an S-corp?

Answer: Absolutely, it's highly recommended to consult with tax professionals, accountants, and legal advisors who specialize in business entity structure and taxation before making any decisions. They can provide personalized guidance based on your specific situation and goals.


Considering Everything You Need To Know - Beyond The S-Corporation FAQs

As you delve into the intricacies of S-Corporations and the valuable insights these FAQs provide, remember that each business's circumstances are unique. If you're left with lingering questions or seek personalized guidance on whether converting to an S-Corporation aligns with your specific goals and financial situation, don't hesitate to reach out to United Tax. Our dedicated team is here to offer a proactive tax planning strategy session where we can answer any questions you need to know, conduct a comprehensive benefit analysis, and help you make a well-informed decision that sets your business on the path to greater financial success. Your journey towards optimal tax efficiency starts with us, so feel free to contact us to explore the possibilities further.

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