When you set up your business, you choose from severaltypes of business structures. The structure you operate under affects your tax liabilities, so selecting the right one for your business is crucial. Forming an S Corp is one business entity option. Knowing how to form an S corporation helps you decide how you will organize your business.
What is an S Corp?
An S Corp is a business structure that makes the company a separate legal entity from its owners. S Corps are also called S corporations, and the owners are called shareholders. You can elect to operate as an S corporation through the IRS. By doing so, you avoid double taxation. The shareholders are only taxed, not the corporation.
For many small businesses, forming an S corporation is a smart choice. By becoming an S Corp, you avoid double-taxation that regular corporations are subject to. But, you are protected by the limited liability of a corporation.
How to form an S corporation
以下是如何组建S Corp.的概述。在设置S Corp.中，请查看您的下一步。
表格2553选举S Corp身份
Before becoming an S Corp, you have to firstform a C corp. Once the business is a corporation (C corp), all the owners must sign and file Form 2553 to elect S Corp status.
Form 2553, Election by a Small Business Corporation, needs to be filed within 75 days of forming the business. Or, the form must be filed within 75 days of the new tax year. The IRS will either accept or deny the election. Your business will be notified by the IRS in writing.
州和地方税务机构可能要求您提交其他表格。与您的州联系以找出您的特定要求。
When you make an S Corp election, you must name your business. The name needs to be unique to your business. You can add “Inc” or “Incorporated” to the end of your business’s name once the S Corp is registered.
您无需在选择作为S Corp的律师时聘请律师。但是，律师可以提供法律建议并帮助您为业务做出决定。
Articles of incorporation for an S Corp
成立S Corp. Incomparation的文件与您的州合并。
The documents include information such as:
- The business’s name and address
- 股东，董事和高管
- The business’s purpose
- 将发行的股票金额
Each state has different requirements for filing articles of incorporation. Check with your state to find out what forms and information you should include. An attorney can help you prepare and file the articles of incorporation.
Business permits
注册为S公司后，您需要正确的业务许可证和许可证。您可能需要的业务许可类型包括一般业务许可证，健康许可证和土地许可证。
每个州都有自己的业务许可法律。您的企业行业可能还需要特殊许可和许可证。
S Corp responsibilities
Though there are many benefits to operating as an S Corp, you have more responsibilities than an owner of a sole proprietorship orpartnership. The government sets rules for S corporation reporting.
S公司必须每年提交报告，其州显示利润和损失。S军还缴纳特许经营税。特许税是州费，与税款不同franchise accountingfor a franchise (e.g., Burger King).
S Corps cannot have more than 100 shareholders, or owners. Only U.S. citizens and permanent U.S. residents can be shareholders. You must establish leadership roles among shareholders and hold documented director meetings.
Compensation
Shareholders can receive both wages and distributions as compensation. Wages and distributions are taxed differently, so you need to know which you should be paid.
S Corp合理的赔偿
If you are a shareholder who works in the business, you must be paid a reasonable amount of wages. TheIRS sets standards对于S Corp的合理薪水应该是什么样的。
S Corp所有者的工资应缴纳就业税。S公司缴纳FUTA（联邦失业税法）的工资税。S公司还向雇主支付FICA税的一部分。FICA税包括社会保障和医疗保险税。FICA税的员工部分是从所有者的工资中扣除的。
与工资不同,股东的distributions are not subject to employment taxes. Instead, lower corporate tax rates are applied.
Reporting a low salary and high distribution wages is an IRS red flag. If the IRS decides you should receive more wages and fewer distributions, you might owe more taxes.
S Corp tax structure
S军团使用通过税。随着S Corp的直通结构，利润和亏损通过企业流向股东。该业务在联邦一级没有征税。股东对自己的营业收入征税。
S corporation taxes are filed annually. The business filesForm 1120Sto report profits and losses. Each shareholder receives附表K-1from the S Corp. Shareholders use Schedule K-1 to report profits and losses on their personal tax returns.
在S Corp中，所有者受到有限责任的保护。如果企业无法偿还债务，所有者对他们不承担个人责任。股东的财产受到保护，不能用于支付商业债务。
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This article is updated from its original publication date (7/31/2013).