Using S Corporations for federal tax purposes can be very beneficial for small business owners. An S-Corp is a tax status that a limited liability company (LLC) or C Corporation can choose if they qualify. For an LLC, S Corporation status could save the owners thousands on self-employment taxes. For C Corporations, it’s a way to pass corporate income onto their owners and avoid the “double taxation” that most corporations must pay.

Before you can apply with the IRS for S-Corporation status, you’ll have to establish either an LLC or a Corporation, if you haven’t already done so. We’ll first walk you through the steps for forming either of these business entities and then show you how to apply to become an S-Corp.

If you’re still new to the concept of S Corporations and how they could potentially benefit your business, you can first read up on what an S-Corp is.

How to Form an S Corporation

Before you can choose an S Corporation designation, you must incorporate or form your business at the state level first. Every state is different, but this is the information you’ll need, no matter which state you live in.

1. Choose your business name
2. Choose a registered agent
3. File formation documents
4. Draft and adopt corporate bylaws or an operating agreement
5. File for appropriate business licenses and permits
6. Get you Employer Identification Number (EIN)

Step 1. Choose your business name

Most LLCs or Corporations must include a corporate identifier in their names, such as Corporation (Corp.), Incorporated (Inc.), LLC, etc. The allowed identifiers will sometimes vary by state. Some businesses also choose a Doing Business As (DBA) name they use as a trade name. This is to notify the public in cases where the trade name differs from its legal name.

When choosing a name, you must check to make sure the name is available. You can look up whether a name is available on the state’s Secretary of State website in most states. If the name is taken, the state may reject your filing. If you’ve settled on a name but aren’t ready to officially register a business with your state, consider reserving the name, so it’s available later. And because an online presence is essential these days, you should also secure a domain name for your website. ZenBusiness has great insights to offer your company along with convenient solutions.

Step 2. Choose a registered agent

Corporations and LLCs must have a registered agent, sometimes known as an agent for service of process, to receive legal notices and correspondence from the state agency overseeing business formation. The registered agent must be available at a physical location within the filing state that’s open during regular business hours throughout the year. ZenBusiness helps business owners fulfill their requirements for a registered agent.

Step 3. File formation documents

For your business to be legally recognized, you must file Articles of Incorporation, Articles of Formation, or whatever form is necessary for your state. Check with your state agency for detailed instructions. Required information typically includes:

• A business name
• A registered agent’s name and address
• A business address
• The name, address, and signature of the members (LLC) or board of directors (Corporation)

Remember — even when your formation document is approved, it isn’t officially recognized as an S-Corp for tax purposes. You must file a form with the IRS. If you’re forming an LLC, follow our step-by-step guide on how to file your formation documents.

Step 4. Draft and adopt corporate bylaws or an operating agreement

Corporate bylaws and operating agreements (LLC) are the rules that guide the operation of your business. All Corporations and LLCs should have bylaws or an operating agreement, even if the state does not legally require it, to ensure proper governance. Learn more about operating agreements and corporate bylaws and how ZenBusiness can help.

Step 5. File for business permits and licenses

Once your business structure is in place, you need to acquire the right business permits and licenses on federal, local, and state levels. Some states and localities also require a general business license to conduct business at all.

Given all this, it can be difficult to determine exactly what licenses and permits you need to operate legally as an S Corporation, given there’s no one-stop location to check for all of them. To make sure you’re up to date and have all the proper licenses and permits, use our business license report service.

Step 6. Get your Employer Identification Number (EIN)

Now it’s time to get your Employer Identification Number (EIN), which the IRS uses to identify your corporation.

You need an EIN for tasks such as opening a corporate bank account, paying income taxes, and hiring staff. These should be completed under the umbrella of your Corporation to keep everything separate from the owners.

You can secure an EIN online, and ZenBusiness makes the process simple.

For more complete information on how to form a Corporation, visit our Corporation formation page. If you are looking to form an LLC, check out ZenBusiness’s LLC formation page.

What Is an S-Corp? Whether you’re self-employed or seeking information to form a company, you have to decide how to organize it.

There are a lot of different business structures, each with different approaches to liability and governance. To learn more about other types of business structures, check out our comparison page. If you have one in mind but are intimidated by the process, see how ZenBusiness products and services can help you.

Most business entities like Corporations are distinct legal entities, existing separately from their owners and operators. This includes how the company is taxed. One of the more commonly misunderstood federal taxation schemes is the S Corporation. In this guide, we’ll provide an overview of what an S-Corp is, how it’s taxed, and how this designation can affect your business. Let’s take a closer look at the Subchapter S Corporation, known as an S Corp.

Choosing Between S Corporation and C Corporation

You may have heard references to C-Corporations and S-Corporations, but are not quite sure what their differences are, or even if there are any. First off, S Corps and C Corps aren’t specific entity types, but tax classifications defined and approved by the Internal Revenue Service (IRS). The primary difference between an S Corp vs C Corp is how each pays federal income taxes. 

• Income from C Corps is taxed at both corporate and personal levels, creating “double taxation.”
• An S-Corp election is popular for smaller businesses because corporate income isn’t taxed until after distributing to shareholders, referred to as a pass-through entity.

When you apply for an Employer Identification Number (EIN), the IRS automatically classifies your business entity based on the entity’s type and size. 

The IRS’s default classification for all Corporations is C Corp, and it will stay that way unless you specifically file the correct form to change your tax status. However, if you think an S-Corp is a better tax structure for your business, get ready to dive into some paperwork. Corporations already have strict tax reporting and compliance requirements, and an S-Corp election means more of the same.

Finally, it is important to note that the IRS may tax C and S Corporations differently, but on a state level both are formed and referred to simply as Corporations.

How does an S-Corp classification work?

Upon formation and registration with the IRS, your business is given a default tax classification. For Corporations this means a C Corp classification, for LLCs either a partnership classification or a disregarded entity (sole proprietorship). For those who formed their business as a Corporation, it will be considered a C-Corp until you file Form 2553 asking the IRS for a status change to an S-Corp.

S-Corp status requirements

To qualify for S-Corporation tax status, the requirements are:

• Only one class of stock can be issued.
• Shareholders are limited to 100.
• Shareholders must be U.S. residents, estates, trusts, and tax-exempt organizations.
• Must be a domestic business entity.

S Corporations are treated as pass-through entities, meaning the Corporation’s income is taxed only at the shareholder level. The shareholders pay taxes at their personal income rate.

This doesn’t mean the Corporation is entirely off the hook — S Corps must file IRS Form 1120S: U.S. Income Tax Return for an S-Corp and possibly state tax forms as well; not all states recognize the S Corporation status for state income taxes. Although a S Corporation may not pay federal income taxes on corporate profits, they may be subject to taxation from built-in gains and passive income.

LLCs and S Corps: Organization and Ownership

An LLC is easier to form and gives more flexibility with ownership than Corporations. The LLC’s owners — known as members — may be individuals, Corporations, and foreign entities. In a Corporation, ownership rights are divided amongst its shareholders.

Forming an LLC is not as involved as incorporation is. The flexibility and control this entity gives its members combined with personal liability protections is why the LLC is the most popular entity type in most states.

However, transferring ownership in Corporations is easier than in LLCs. Shares in a Corporation can be sold to any eligible investor, although this is subject to potential limitations in the bylaws or shareholder agreements. In an LLC, the process is much more involved.

Pros and Cons of an S Corp Designation

We’ve covered a lot of information — let’s do a quick summary of an S Corporation’s advantages vs. disadvantages before moving on.

Pros

• Owners of an S-Corp don’t have to pay self-employment taxes on all profits, just the portion they use to pay themselves a salary.
• There’s a flexible ownership structure because shares can be sold without affecting the corporate entity.
• Income, deductions, and credits can be passed on to shareholders for taxation at a personal rate.

Cons

• Corporations must meet many legal and reporting requirements, which can be costly to set up and maintain.
• There are restrictions on the type of stock issued and who or what can hold them.

File for S Corp tax status

Congratulations! Once you’ve got your EIN, you’re ready to take the final step to designate your company as an S Corporation. Remember, the IRS considers your Corporation a C Corp unless you complete and file Form 2553, Election by a Small Business Corporation.

To complete this form, you need the consent of all shareholders or LLC members. It can be submitted in the tax year preceding the year it takes effect or up to two months and 15 days into that tax year. The IRS should let you know within 60 days if the S Corporation status change is approved.

Need more information to start your business?

In this overview, you’ve learned that there’s a lot of paperwork and compliance required when starting an S Corporation. ZenBusiness can make forming your Corporation stress-free, so you can devote time to building a thriving business. Contact a ZenBusiness expert today to learn how our solutions can get your Corporation off to the best possible start.

Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.