5 posts tagged with "S Corp"

Choosing the right business entity is one of the most critical decisions a founder makes. It impacts your taxes, your ability to raise money, and your administrative workload. Two of the most common structures for incorporated businesses are the C corporation and the S corporation. What’s the difference, and which one is right for you?

TL;DR​

C corporations are taxed at the corporate level, and shareholders are taxed again when they receive dividends—a system known as double taxation. S corporations are "pass-through" entities, meaning profits are taxed just once on the owners’ personal tax returns, but they come with strict ownership limits. If you plan to reinvest heavily and raise venture capital, the C corp is often the cleaner, more scalable choice. If you're a profitable, owner-operated business and want to distribute cash while paying yourself a reasonable salary, an S corp can significantly lower your tax bill.

Either way, Beancount.io is built to keep your books clean with plain-text, auditable entries and export-ready financials that make tax time a breeze.

Quick Comparison​

Note: The federal corporate income tax is a flat 21%. However, state rules for both C corps and S corps vary widely. Always verify the tax treatment in your state of incorporation and operation.

What is a C Corporation?​

A C corporation is the standard, default corporate structure in the United States. When you file articles of incorporation with a state, you create a C corp unless you elect otherwise. This structure provides limited liability protection for its owners (shareholders), requires formal governance (a board of directors, officers, bylaws), and creates a legal entity that investors and banks recognize and understand.

How C Corps Are Taxed​

C corps have a distinct tax identity. They file their own corporate tax return, IRS Form 1120, and pay taxes on their net income at the corporate level. If the corporation then distributes its after-tax profits to shareholders in the form of dividends, those shareholders must report that dividend income on their personal tax returns and pay taxes on it again. This is the "double taxation" C corps are known for.

Why Choose a C Corp?​

• Fundraising & Equity: This is the biggest draw for startups. C corps can issue multiple classes of stock (e.g., common and preferred), which is essential for venture capital deals. Structuring option pools, SAFEs, and convertible notes is straightforward.
• Reinvestment: If you plan to plow all your profits back into growing the business, you can avoid the second layer of tax by simply not paying dividends. The profits are taxed once at the corporate rate and remain in the company.
• Signaling: For better or worse, incorporating as a Delaware C corp signals to investors that you intend to build a venture-scale company.

Drawbacks of a C Corp​

• Double Taxation: The primary disadvantage. If you plan to distribute profits regularly, you’ll pay tax twice on the same dollar.
• Administrative Burden: C corps come with more compliance requirements, including holding board meetings, maintaining corporate minutes, and handling more complex state and federal filings.
• Limited Deductions: Certain tax credits and deductions available to individuals or pass-through entities are not available at the corporate level.

What is an S Corporation?​

An S corporation is not a different type of legal entity but rather a special tax election made with the IRS. A domestic corporation (or an LLC that elects to be taxed as a corporation) can file to become an S corp, which allows it to be treated as a pass-through entity for federal tax purposes.

Eligibility Snapshot​

To qualify for and maintain S corp status, a company must meet strict criteria:

• Have no more than 100 shareholders.
• All shareholders must be U.S. individuals, certain trusts, or estates. No corporations, partnerships, or non-resident aliens can be shareholders.
• Have only one class of stock economically. (Differences in voting rights are allowed, but all shares must have the same rights to profits and assets).
• Not be an ineligible corporation, such as a bank or insurance company.
• You must file Form 2553 on time. For an existing business, this is generally by the 15th day of the third month of the tax year (March 15th for a calendar-year business).

Why Choose an S Corp?​

• Single Layer of Tax: Profits and losses "pass through" the business directly to the owners' personal tax returns, reported via a Schedule K-1. The corporation itself does not pay federal income tax.
• Self-Employment Tax Savings: This is a key benefit. Owner-employees must pay themselves a "reasonable salary," which is subject to FICA taxes (Social Security and Medicare). However, any additional profits can be paid out as distributions, which are not subject to self-employment taxes.

Drawbacks of an S Corp​

• Strict Rules: The ownership restrictions are rigid. Accidentally violating one (e.g., selling stock to an ineligible shareholder) can lead to an "inadvertent termination" of S corp status, which can have messy tax consequences.
• "Reasonable Compensation" Scrutiny: The IRS pays close attention to whether the salary paid to owner-employees is reasonable. Paying yourself an artificially low salary to maximize tax-free distributions is a major red flag for an audit.
• State Variability: Not all states recognize the S corp election. Some tax S corps as if they were C corps, or they may impose a separate entity-level tax, partially negating the federal tax benefit.

Which Should You Pick?​

The decision boils down to your goals for ownership, funding, and cash flow.

Consider a C corp if you expect to:

• Seek institutional investment from venture capitalists.
• Create different classes of stock for founders and investors (e.g., preferred shares).
• Use complex equity instruments like SAFEs or convertible notes.
• Have non-U.S. owners, either now or in the near future.
• Reinvest profits for several years before taking significant cash out of the business.

Consider an S corp if you:

• Are 100% owned by U.S. individuals who meet the criteria.
• Are already profitable and want to distribute cash to owners efficiently.
• Can confidently run payroll and pay owner-operators a defensible, market-rate salary.
• Do not need complex equity classes for different types of owners.

If you’re unsure, many businesses start as a Delaware C corp to maintain maximum flexibility. You can evaluate making an S corp election later if your profitability and ownership structure make it advantageous.

Beancount.io: How Your Books Differ (with Examples)​

Whether you choose a C or S corp, Beancount.io’s plain-text ledger makes the flow of money for taxes and equity explicit and auditable. Here are a few examples illustrating the key differences in your journal entries.

1) C Corp: Accruing and Paying Corporate Income Tax​

A C corp is responsible for its own income tax. You'll accrue this liability and then pay it.

2025-03-31 * "Accrue federal corporate income tax for Q1"
  Expenses:Taxes:Income            12500.00 USD
  Liabilities:Taxes:Federal       -12500.00 USD

2025-04-15 * "Pay Q1 2025 federal estimated tax"
  Liabilities:Taxes:Federal        12500.00 USD
  Assets:Bank:Checking            -12500.00 USD

2) C Corp: Paying a Dividend vs. Retaining Earnings​

When a C corp distributes profits, it's a dividend. This is a reduction of equity, not an expense.

2025-06-30 * "Board declares and pays cash dividend"
  Equity:Dividends                 50000.00 USD
  Assets:Bank:Checking            -50000.00 USD

If you retain the earnings instead, you simply don’t post this transaction. The profit stays in your Equity:RetainedEarnings account.

3) S Corp: Reasonable Salary & Payroll Taxes​

S corp owners must be paid a salary. This is a standard payroll expense, complete with employer-side taxes.

2025-01-31 * "Owner payroll (gross wages and employer taxes)"
  Expenses:Payroll:Wages            8000.00 USD  ; Gross salary
  Expenses:Payroll:EmployerFICA      612.00 USD  ; Employer portion of taxes
  Liabilities:Payroll:Federal       -2000.00 USD  ; Withholding + FICA
  Liabilities:Payroll:State           -400.00 USD  ; State withholding
  Assets:Bank:Checking              -6212.00 USD  ; Net pay to owner

2025-02-15 * "Remit payroll taxes to agencies"
  Liabilities:Payroll:Federal        2000.00 USD
  Liabilities:Payroll:State           400.00 USD
  Assets:Bank:Checking              -2400.00 USD

4) S Corp: Owner Distribution​

This is how profits beyond salary are paid out in an S corp. Notice it is not an expense. It's a direct draw from equity, similar to a dividend, but with different tax implications for the owner.

2025-03-15 * "Owner distribution (profit pass-through)"
  Equity:Distributions:OwnerA       20000.00 USD
  Assets:Bank:Checking             -20000.00 USD

The owner receives a Schedule K-1 detailing their share of the company's profit and handles the tax on their personal return.

Chart-of-Accounts Tips​

• Taxes:
  • C corp: You'll need Expenses:Taxes:Income and Liabilities:Taxes:Federal.
  • S corp: This income tax account is often unused at the federal level, but accounts for payroll taxes (Expenses:Payroll:Taxes and Liabilities:Payroll:*) are essential.
• Equity:
  • C corp: A standard setup includes Equity:CommonStock, Equity:AdditionalPaidInCapital, Equity:RetainedEarnings, and Equity:Dividends.
  • S corp: Your chart will look similar but often uses Equity:Distributions instead of dividends. Some track Equity:AAA (Accumulated Adjustments Account) to manage distribution basis.
• Payroll:
  • Both structures will need robust Expenses:Payroll:* and Liabilities:Payroll:* accounts if they have employees (including owner-employees).

Required IRS Forms (Common Cases)​

• C corp: Form 1120 (Annual Income Tax Return), Form 1120-W (Estimated Tax), Form 941 (Quarterly Payroll), Form 940 (Annual Unemployment/FUTA), Form 1099-DIV (for each shareholder receiving dividends), W-2/W-3.
• S corp: Form 1120-S (Annual Income Tax Return), Schedule K-1 (for each shareholder), Form 941/940, W-2/W-3.
• States: Remember that separate state income, franchise, and payroll tax returns will likely apply to both.

FAQ Quick Hits​

• Can an LLC be an S corp? Yes. An LLC can file Form 8832 to elect to be taxed as a corporation, and then file Form 2553 to elect S corp status (assuming it meets all eligibility rules).

• Is an S corp “always cheaper” for taxes? Not necessarily. The benefit depends entirely on your profit levels, the owner's reasonable salary, state tax laws, and the individual owner's tax bracket.

• Can S corps have preferred stock? No, not in an economic sense. S corps can only have one class of stock. You can have different voting rights (e.g., voting and non-voting common stock), but all shares must have identical rights to distributions and liquidation assets.

• Can I switch from one to the other later? Yes, but it can be complex. Converting from a C corp to an S corp is common, but you must be mindful of timing and potential built-in gains (BIG) tax rules. Converting from an S corp to a C corp is also possible and often required before a VC funding round.

How Beancount.io Helps​

No matter which entity you choose, Beancount.io provides the clarity and control you need.

• Plain-text, version-controlled books that scale from a single-owner S corp to a venture-backed C corp.
• Clear payroll and equity workflows that make it easy to distinguish distributions from dividends, track stock option expenses, and manage retained earnings.
• Clean exports for your CPA, including a trial balance, income statement, and balance sheet, with a fully auditable trail for every number.
• Powerful automations for bank feeds and document capture, without ever sacrificing the transparency of a human-readable ledger.

Want a head start? Ask for our sample C-corp and S-corp Beancount charts of accounts and example journal bundle.

*Disclaimer: This guide is for informational purposes only and does not constitute legal or tax advice. Tax laws and entity regulations vary by state and are subject to change. You should consult with a qualified CPA or attorney before choosing or changing your business entity type.*

What it is, when it pays off, and how to model it cleanly in your ledger (with examples).

⚠️ This guide is U.S.-specific and for education only. Talk to a tax pro for your situation.

TL;DR​

• An S-corp is a tax status you choose with the IRS (via Form 2553) so that business profits pass through to the owners' personal tax returns. A key requirement is that you must pay owner-operators a reasonable W-2 salary before taking any profit as dividends or distributions.
• Deadlines matter: For an existing business, you must file no later than the 15th day of the 3rd month of the tax year you want the S-corp status to begin. For a calendar-year 2025 election, March 15, 2025, falls on a Saturday, so the practical deadline is the next business day, Monday, March 17, 2025.
• Why do this? The main attraction is potential self-employment tax savings. While your W-2 salary is subject to FICA taxes, distributions are not. However, this benefit comes with added costs for payroll, compliance, and, in some states, extra entity-level taxes.
• In Beancount, it's critical to separate wages from distributions. You'll need to track payroll liabilities, handle the special accounting for health insurance for shareholders owning more than 2% of the company, and record distributions explicitly through equity accounts.

What is an S-corp election?​

At its core, an S-corp election is a request you make to the IRS to change how your business is taxed. By filing Form 2553, you ask the IRS to tax your corporation or LLC under Subchapter S of the Internal Revenue Code. This makes your business a "pass-through" entity, meaning its income, losses, deductions, and credits are passed directly to the shareholders' personal tax returns. It’s purely a tax classification, not a different type of legal business entity.

Key effects for an owner-operator​

Once the election is active, your role fundamentally splits in two: you are now both a shareholder and an employee of your company.

This distinction is crucial. The compensation you receive for your labor must be paid as W-2 wages, which are subject to standard payroll taxes (Social Security and Medicare). Any remaining profit can then be paid out as distributions, which are generally not subject to self-employment taxes. The IRS insists that you pay yourself a reasonable salary for your work before you take any distributions.

Should you elect S-corp status?​

The S-corp election is often worth evaluating once your business generates steady and meaningful profit. A common rule of thumb is to consider it when your ongoing business profit can comfortably support a market-rate salary for your role, with enough left over to make distributions worthwhile after covering all the new administrative costs.

The exact break-even point is unique to your situation and depends on several factors:

• Your "Reasonable Salary": What would a business pay for someone with your skills and responsibilities in your industry? This figure is the baseline for your W-2 wages and is subject to IRS scrutiny.

• State Taxes and Fees: Some states have their own rules. California, for example, imposes a 1.5% tax on an S-corp's net income, plus a minimum annual franchise tax of $800.

• Added Costs: You'll need a payroll service, and you'll be paying for unemployment insurance. Your bookkeeping and tax preparation fees will also likely increase due to the added complexity.

• QBI Deduction (Section 199A): The S-corp election can impact your Qualified Business Income deduction. The W-2 wages you pay yourself can either help you qualify for the full deduction or, at higher income levels, become a limiting factor.

Eligibility & Timing​

Not every business can become an S-corp. Here are the high-level requirements:

• It must be a domestic corporation or an eligible LLC.
• It can have no more than 100 shareholders.
• It can only have one class of stock.
• Shareholders must be individuals, certain trusts, or estates (i.e., no partnerships, corporations, or non-resident alien shareholders).

When to file Form 2553​

Timing is critical, and the rules differ slightly for new versus existing businesses.

• For a new business: You must file within 2 months and 15 days after the first day of your first tax year. For example, if your business's tax year begins on January 7, your deadline is March 21.
• For an existing C-corp (or an LLC taxed as a C-corp): You can file at any time during the preceding tax year or by the 15th day of the 3rd month of the year you want the election to take effect. If this date falls on a weekend or holiday, the deadline shifts to the next business day, a provision granted under IRC Section 7503.

What if you missed the deadline? Don't panic. The IRS provides a path for late-election relief under Revenue Procedure 2013-30. You can often file for this relief within 3 years and 75 days of the intended effective date, provided you have a reasonable cause for the late filing.

Reasonable Salary: The Part That Trips People Up​

This is the most scrutinized aspect of the S-corp structure. The IRS is very clear: shareholder-employees must be paid reasonable compensation for the services they provide before any profits are taken as distributions.

What does "reasonable" mean? There's no single dollar amount. The IRS and courts look at a variety of factors to determine if your salary is appropriate, including your duties and responsibilities, the time you spend working, your level of experience, and what comparable businesses would pay for similar services. Expect the IRS to take a close look if you pay yourself a very low W-2 salary while taking large distributions. This is often seen as a red flag for attempting to evade payroll taxes.

Health Insurance & Fringe Benefits for >2% Shareholders​

There's a special rule for how S-corps handle health insurance for shareholders who own more than 2% of the company. If the S-corp pays or reimburses these health insurance premiums, the cost is deductible by the S-corp.

However, the value of those premiums must also be included in the shareholder-employee's W-2 wages. While this amount is subject to federal income tax withholding, it is exempt from Social Security and Medicare (FICA) taxes as long as it's handled correctly. You must coordinate with your payroll provider to ensure these amounts are reported properly on your W-2.

State-Level Gotchas (Examples)​

Federal S-corp status doesn't always translate directly at the state level. Always check your state's specific rules.

• California: S-corps are subject to a 1.5% tax on their California-source net income. Additionally, most corporations must pay an $800 minimum franchise tax each year (though some exceptions apply for the first year).

• New York: Making a federal S-corp election is not enough. You must also file a separate state-level election, Form CT-6, to be treated as a New York S-corporation. Failure to do so means you'll be taxed as a standard C-corp at the state level.

How to Model an S-corp Cleanly in Beancount​

Plain text accounting is perfect for managing the added complexity of an S-corp. Here’s how to structure your ledger.

Suggested Chart of Accounts (Starter)​

This basic structure separates your payroll expenses from distributions and creates liability accounts to track taxes you owe.

; Core bank & income
1970-01-01 open Assets:Bank:Checking              USD
1970-01-01 open Income:Sales                      USD
1970-01-01 open Income:Other                      USD

; Payroll expenses & liabilities
1970-01-01 open Expenses:Payroll:Wages            USD
1970-01-01 open Expenses:Payroll:EmployerTaxes    USD
1970-01-01 open Expenses:Benefits:HealthInsurance USD
1970-01-01 open Liabilities:Payroll:Federal:FIT    USD
1970-01-01 open Liabilities:Payroll:FICA          USD
1970-01-01 open Liabilities:Payroll:Medicare      USD
1970-01-01 open Liabilities:Payroll:State:Withholding USD

; Equity
1970-01-01 open Equity:ContributedCapital         USD
1970-01-01 open Equity:Distributions              USD
1970-01-01 open Equity:RetainedEarnings           USD

Typical Payroll Run (Simplified)​

Your payroll provider (e.g., Gusto, ADP) will debit your bank account for your net pay and the total tax liability. Your Beancount transaction should break this down into the gross wages, employer taxes, and the corresponding liabilities.

; This transaction records a $100k annual salary, paid monthly.
2025-01-31 * "Gusto" "Jan payroll — shareholder-employee"
  Expenses:Payroll:Wages                   8,333.33 USD ; Gross wages
  Expenses:Payroll:EmployerTaxes             637.50 USD ; Employer-side FICA/Medicare
  Liabilities:Payroll:Federal:FIT         -1,200.00 USD ; Employee withholding
  Liabilities:Payroll:FICA                  -516.67 USD ; Employee withholding
  Liabilities:Payroll:Medicare              -120.83 USD ; Employee withholding
  Assets:Bank:Checking                    -7,133.33 USD ; Net pay debited from bank

When your payroll provider remits those taxes to the government on your behalf, you'll record another transaction to clear out the liabilities.

; This represents the tax payment made by your payroll provider.
2025-02-15 * "EFTPS" "Federal payroll tax deposit"
  Liabilities:Payroll:Federal:FIT          1,200.00 USD
  Liabilities:Payroll:FICA                   516.67 USD
  Liabilities:Payroll:Medicare               120.83 USD
  Assets:Bank:Checking                    -1,837.50 USD ; This amount matches the tax portion of the Gusto debit.

Health Insurance for a >2% Shareholder​

Record the premium payment as a business expense. You can use metadata to remind yourself that this needs to be reported on the W-2.

2025-02-01 * "BlueCross" "Shareholder health insurance (report on W-2)"
  Expenses:Benefits:HealthInsurance          600.00 USD  ; w2: "true"
  Assets:Bank:Checking                      -600.00 USD

Owner Distributions (Not Wages)​

Distributions are a reduction of equity, not a business expense. Record them separately from payroll.

2025-03-31 * "Owner Distribution" "Q1 distribution"
  Equity:Distributions                    20,000.00 USD
  Assets:Bank:Checking                   -20,000.00 USD

Tracking Shareholder Basis (Optional, but Recommended)​

Your shareholder basis determines whether distributions are tax-free and whether you can deduct business losses on your personal return. While the official calculation is done on your tax return, you can track an estimate in Beancount using a dedicated equity subaccount or metadata. You'll reconcile this to the Schedule K-1 you receive from the S-corp annually.

A Note on the QBI Deduction (Section 199A)​

Owners of pass-through businesses, including S-corps, may be eligible for up to a 20% deduction on their qualified business income (QBI). However, for taxpayers with income above a certain threshold, this deduction can be limited by the amount of W-2 wages the business pays. This creates a complex interplay: paying a reasonable salary is required for an S-corp, and those same wages can impact your QBI deduction—sometimes helping it, sometimes limiting it. This is a key area to model with your tax professional.

What Changes Operationally After You Elect?​

Switching to an S-corp adds a few administrative layers:

• Run Payroll: You must formally run payroll, complete with tax withholdings, employer tax payments, quarterly filings, and year-end W-2s.

• File Form 1120-S: This is the annual S-corporation tax return. You'll also issue a Schedule K-1 to each shareholder detailing their share of the company's financial results.

• Handle Shareholder Health Insurance Correctly: Ensure premiums for >2% owners are included in their W-2 wages.

• Mind State Rules: Stay on top of any required state-level S-corp elections or entity taxes (like in CA and NY).

Common Pitfalls to Avoid​

• Late or Invalid Election: Double-check deadlines and ensure all required shareholders sign Form 2553. If you miss it, investigate relief under Rev. Proc. 2013-30.

• Unreasonable Salary: Don't be tempted to pay yourself an artificially low salary. Document why your compensation is reasonable based on your role and market data.

• Mixing Wages and Distributions: Keep these transactions clean and separate in your books. Distributions are not payroll.

• Ignoring State Requirements: Forgetting a state election or failing to pay an entity-level tax can lead to penalties and compliance headaches.

Quick Checklist​

• Confirm you are eligible and that the potential tax savings outweigh the new costs.
• Calendar the Form 2553 filing deadline (and remember the weekend/holiday rule).
• Set up a payroll service and determine a well-documented, reasonable salary.
• Plan to take distributions only after salary and business expenses are paid.
• Investigate and comply with your state's specific S-corp filing requirements and taxes.
• Update your Beancount ledger with the necessary accounts for payroll, liabilities, and shareholder equity.

Beancount S‑Corp Starter (neutral template)

;
; Beancount S‑Corp Starter (neutral template)
; Generated: 2025-08-09
; ---
; How to use this:
; 1) Search for "TODO" and fill in your state(s), payroll provider, EIN, and bank names.
; 2) Keep wages and owner distributions separate.
; 3) Coordinate with your payroll provider to report >2% shareholder health insurance on the W‑2 (Box 1).
; 4) Delete or adapt the CA/NY examples if you’re in a different state.
;
; Notes:
; - This is a bookkeeping template, not tax advice.
; - Operating currency assumed USD. Change as needed.
;

option "title" "S‑Corp Ledger"
option "operating_currency" "USD"
commodity USD

; === Accounts (open as of 2025-01-01; adjust dates as needed) ==================
2025-01-01 open Assets:Bank:Checking                    USD  ; TODO: Rename to your bank (e.g., Assets:Bank:Chase:Operating)
2025-01-01 open Assets:Bank:Savings                     USD
2025-01-01 open Assets:AccountsReceivable               USD
2025-01-01 open Assets:PrepaidExpenses                  USD

2025-01-01 open Liabilities:CreditCard:Corporate        USD
2025-01-01 open Liabilities:Payroll:Federal:FIT         USD
2025-01-01 open Liabilities:Payroll:Federal:FICA        USD
2025-01-01 open Liabilities:Payroll:Federal:Medicare    USD
2025-01-01 open Liabilities:Payroll:Federal:FUTA        USD
2025-01-01 open Liabilities:Payroll:State:Withholding   USD   ; TODO: Rename state (e.g., CA, NY)
2025-01-01 open Liabilities:Payroll:State:Unemployment  USD
2025-01-01 open Liabilities:Payroll:Local               USD

2025-01-01 open Equity:ContributedCapital               USD
2025-01-01 open Equity:Distributions                    USD
2025-01-01 open Equity:RetainedEarnings                 USD
2025-01-01 open Equity:OpeningBalances                  USD

2025-01-01 open Income:Sales                            USD
2025-01-01 open Income:Other                            USD

2025-01-01 open Expenses:COGS                            USD
2025-01-01 open Expenses:Payroll:Wages                   USD
2025-01-01 open Expenses:Payroll:EmployerTaxes:FICA      USD
2025-01-01 open Expenses:Payroll:EmployerTaxes:Medicare  USD
2025-01-01 open Expenses:Payroll:EmployerTaxes:FUTA      USD
2025-01-01 open Expenses:Payroll:EmployerTaxes:State     USD
2025-01-01 open Expenses:Benefits:HealthInsurance        USD
2025-01-01 open Expenses:Benefits:HSA                    USD
2025-01-01 open Expenses:Benefits:Retirement:Match       USD
2025-01-01 open Expenses:Taxes:State:S‑Corp              USD  ; e.g., CA 1.5% entity‑level tax
2025-01-01 open Expenses:Taxes:State:Franchise           USD  ; e.g., CA $800 minimum franchise tax
2025-01-01 open Expenses:Professional:Payroll            USD
2025-01-01 open Expenses:Professional:Accounting         USD
2025-01-01 open Expenses:Professional:Legal              USD
2025-01-01 open Expenses:BankFees                        USD
2025-01-01 open Expenses:Software                        USD
2025-01-01 open Expenses:Office                          USD
2025-01-01 open Expenses:Meals                           USD
2025-01-01 open Expenses:Travel                          USD
2025-01-01 open Expenses:Insurance:GeneralLiability      USD

; === Example: Owner capitalization =================================================
2025-01-02 * "Owner" "Initial capital contribution"
  Assets:Bank:Checking                        25,000.00 USD
  Equity:ContributedCapital                  -25,000.00 USD

; === Example: Customer payment =====================================================
2025-01-15 * "Stripe" "January subscription receipts"
  Assets:Bank:Checking                        12,000.00 USD
  Income:Sales                               -12,000.00 USD

; === Example: Monthly payroll (single shareholder‑employee) ========================
; Numbers chosen to balance perfectly. Adapt FIT/State numbers to your reality.
; Gross wages: 8,333.33 | Employee FIT: 1,200.00 | State Withholding: 300.00
; Employee FICA (6.2%): 516.67 | Employee Medicare (1.45%): 120.83
; Employer FICA: 516.67 | Employer Medicare: 120.83
; Net pay: 6,195.83
2025-01-31 * "Gusto" "Jan payroll — shareholder‑employee"
  Expenses:Payroll:Wages                         8,333.33 USD
  Expenses:Payroll:EmployerTaxes:FICA              516.67 USD
  Expenses:Payroll:EmployerTaxes:Medicare          120.83 USD
  Liabilities:Payroll:Federal:FIT               -1,200.00 USD
  Liabilities:Payroll:Federal:FICA              -1,033.34 USD  ; employee + employer
  Liabilities:Payroll:Federal:Medicare            -241.66 USD  ; employee + employer
  Liabilities:Payroll:State:Withholding           -300.00 USD
  Assets:Bank:Checking                          -6,195.83 USD

; === Example: Payroll tax deposits (EFTPS & State) =================================
2025-02-15 * "EFTPS" "Federal payroll deposit (FIT, FICA, Medicare)"
  Liabilities:Payroll:Federal:FIT                1,200.00 USD
  Liabilities:Payroll:Federal:FICA               1,033.34 USD
  Liabilities:Payroll:Federal:Medicare             241.66 USD
  Assets:Bank:Checking                          -2,475.00 USD

2025-02-16 * "STATE DOR" "State payroll withholding"
  Liabilities:Payroll:State:Withholding            300.00 USD
  Assets:Bank:Checking                            -300.00 USD

; === Example: Health insurance for >2% shareholder =================================
; Coordinate with payroll so the annual premium total is included in W‑2 Box 1.
; The premium itself is deductible here; do NOT withhold SS/Medicare on it when handled properly.
2025-02-01 * "BlueCross" "Shareholder health insurance (W‑2 inclusion handled by payroll)"
  Expenses:Benefits:HealthInsurance                600.00 USD  ; w2: "true"
  Assets:Bank:Checking                            -600.00 USD

; === Example: Owner distribution (not wages) =======================================
2025-03-31 * "Owner Distribution" "Q1 distribution"
  Equity:Distributions                         20,000.00 USD
  Assets:Bank:Checking                        -20,000.00 USD

; === State examples (delete/edit if not applicable) =================================
; California minimum franchise tax (not always first year; check rules)
2025-04-15 * "California FTB" "Annual franchise tax"
  Expenses:Taxes:State:Franchise                   800.00 USD
  Assets:Bank:Checking                            -800.00 USD

; California S‑Corp 1.5% entity‑level tax (example estimate payment)
2025-06-15 * "California FTB" "S‑Corp tax estimate"
  Expenses:Taxes:State:S‑Corp                    1,500.00 USD
  Assets:Bank:Checking                          -1,500.00 USD

; New York separate S election (CT‑6) has no direct ledger impact; placeholder note.
2025-01-05 note Equity:RetainedEarnings "NY S‑election (CT‑6) filed — bookkeeping note only (no entry)"

; === Basis tracking (optional — off‑book memo) =====================================
2025-12-31 note Equity:RetainedEarnings "Basis rollforward: +Capital 25,000 +Income 60,000 −Distributions 20,000 = End basis 65,000 (reconcile to K‑1)"

; === Import hints (CSV from Gusto/ADP) =============================================
; - For Gusto payroll register CSVs, map columns:
;   Gross Pay -> Expenses:Payroll:Wages
;   Employee FIT/FICA/Medicare -> Liabilities:Payroll:Federal:FIT/FICA/Medicare (negative)
;   State Withholding -> Liabilities:Payroll:State:Withholding (negative)
;   Employer FICA/Medicare/FUTA/SUTA -> Expenses:Payroll:EmployerTaxes:* (positive) AND
;       if your CSV lists employer taxes as amounts owed, mirror them as Liabilities:* (negative),
;       then clear with your EFTPS/state payments.
;   Net Pay -> Assets:Bank:Checking (negative, matches pay date)
; - Health insurance paid by company:
;   Vendor payment -> Expenses:Benefits:HealthInsurance (positive) / Bank (negative);
;   ensure payroll includes the annual premium in W‑2 Box 1 for >2% shareholder.
;
; Tips:
; - Keep distributions out of payroll accounts.
; - Use tags like #payroll #distribution to filter in Fava.
; - Consider separate bank subaccounts for tax set‑asides (federal/state).

You formed an S-corp to keep your business lean and tax-efficient. But while the "pass-through" concept sounds simple, the reality involves payroll taxes, potential entity-level charges, and crucial state-by-state differences.

Here’s how the taxes actually work for an S-corp in 2025—and how to keep a clean, audit-proof record in Beancount.

What Gets Taxed (and Where)​

The core of the S-corp structure is how it handles profit. It's a three-part system: pass-through income, entity-level taxes, and payroll taxes.

• Pass-Through at the Federal Level: An S-corp generally pays no federal income tax on its ordinary business profit. Instead, that profit (along with other tax items like credits and deductions) flows through to the shareholders via a Schedule K-1. Shareholders report this income on their personal tax returns, whether or not they actually took the cash out of the business. Crucially, this K-1 profit is not subject to self-employment tax.
• But... Entity-Level Taxes Can Apply: The "no corporate tax" rule isn't absolute. In specific cases, an S-corp may owe tax directly. The most common triggers are the built-in gains (BIG) tax (for recent C-corp conversions) and the excess net passive income tax.
• Payroll Taxes Are Real: This is the most important rule for shareholder-employees. If you work in your business, you must be paid reasonable compensation as W-2 wages before you take any tax-favored distributions. These wages are subject to FICA (Social Security & Medicare) and income tax withholding, just like any other employee's pay.

Payroll, at a Glance (2025) payroll​

For any shareholder-employee, you'll be running payroll and filing standard payroll tax forms, including quarterly Form 941 (for income tax withholding and FICA) and annual Form 940 (for federal unemployment tax, or FUTA).

The key 2025 rates are:

• Social Security (OASDI): The wage base is $176,100. The tax rate is 6.2% for the employee and 6.2% for the employer on wages up to this cap.
• Medicare: There is no wage cap. The rate is 1.45% for the employee and 1.45% for the employer on all wages.
• Additional Medicare Tax: A 0.9% tax is withheld from an employee's wages that exceed $200,000 in a year. There is no employer match for this portion.

Entity-Level Taxes You Might See​

While less common, you must be aware of taxes the S-corp itself might owe.

• Built-in Gains (BIG) Tax: If you converted your business from a C-corp to an S-corp, you face a 5-year recognition period. If you sell appreciated assets that the company held during its C-corp days within this window, the S-corp itself will owe a corporate-rate tax on those gains. This is calculated on Schedule D of Form 1120-S.
• Excess Net Passive Income Tax: This applies if your S-corp has accumulated earnings & profits (AE&P) from a prior life as a C-corp and its passive income (like rents, royalties, and interest) exceeds 25% of its gross receipts.
• Quarterly Estimates for These Taxes: If you expect the total of BIG tax, passive income tax, and certain other recapture taxes to be $500 or more, the S-corp must make quarterly estimated payments. For 2025, the calendar-year due dates are April 15, June 16, September 15, and December 15.

State & Local Gotchas 🗺️​

Never assume federal rules apply at the state or city level. Tax treatment varies widely.

• California: S-corps must pay an $800 minimum franchise tax each year, plus a 1.5% tax on net income.
• New York City: NYC does not recognize the S-corp election. A federal S-corp is generally subject to the full NYC General Corporation Tax.
• Elective Pass-Through Entity (PTE) Taxes: As a workaround to the federal $10,000 SALT deduction cap, many states now allow S-corps to elect to pay state income tax at the entity level. The rules are complex and shifting—talk to your CPA before making a PTE election.

What the Owners Pay​

As a shareholder, your personal tax picture is directly linked to the S-corp's performance.

• K-1 Income on Your 1040: You will report the income, losses, deductions, and credits passed through to you on your Schedule K-1 on your personal Form 1040.
• Quarterly Estimated Taxes: Since your K-1 income doesn't have taxes withheld, you will likely need to make personal quarterly estimated tax payments to the IRS using Form 1040-ES to avoid underpayment penalties.
• The QBI Deduction (Section 199A): Your pass-through income may qualify for the valuable Qualified Business Income (QBI) deduction, which can be up to 20% of your business income. At higher income levels, this deduction can be limited by the amount of W-2 wages the S-corp pays—making your "reasonable compensation" figure even more important.

Baseline Filing & Forms​

At a minimum, your annual compliance will include:

• Form 1120-S: The S-corporation income tax return.
• Schedule K-1: For each shareholder.
• Payroll Forms: Quarterly 941s, annual 940, and W-2s/W-3s for employees.
• Form 1099-NEC: For payments of $600 or more to most independent contractors.

Beancount: Map It So You Never Wonder “Where Did That Go?”​

A clear chart of accounts is essential for tracking these moving parts.

Starter Accounts​

Assets:Bank:Operating
Assets:PrepaidTax:Federal            ; For S-corp level estimated payments
Expenses:Payroll:Wages
Expenses:Payroll:Employer:SocialSecurity
Expenses:Payroll:Employer:Medicare
Expenses:Payroll:Employer:FUTA
Expenses:Tax:Federal:S-Corp          ; For BIG/passive income tax expense
Liabilities:Payroll:Withholding:{Federal,SocialSecurity,Medicare}
Equity:Distributions

Transaction Examples​

Run Payroll (Company side + withholdings)

2025-02-28 * "Payroll - February"
  Assets:Bank:Operating                        -10350.00 USD
  Expenses:Payroll:Wages                         12500.00 USD
  Expenses:Payroll:Employer:SocialSecurity         775.00 USD
  Expenses:Payroll:Employer:Medicare               181.25 USD
  Liabilities:Payroll:Withholding:Federal        -3000.00 USD
  Liabilities:Payroll:Withholding:SocialSecurity  -775.00 USD
  Liabilities:Payroll:Withholding:Medicare        -181.25 USD

Owner Distribution (Non-wage)

2025-03-10 * "Shareholder distribution"
  Assets:Bank:Operating                         -5000.00 USD
  Equity:Distributions                           5000.00 USD

Corporate-Level Estimated Tax (If applicable)

2025-04-15 * "1120-S entity-level estimate (BIG/passive tax)"
  Assets:Bank:Operating                         -1200.00 USD
  Assets:PrepaidTax:Federal                      1200.00 USD

Marking Key Filing Dates

2026-03-15 note "E-filed 2025 Form 1120-S; furnished K-1s to all shareholders."

Sanity Checks (bean-query)​

Use queries to ensure your records are sound.

Wages vs. Distributions YTD (Reasonable Comp Reality Check)

SELECT account, SUM(position)
WHERE (account ~ "Expenses:Payroll:Wages" OR account ~ "Equity:Distributions")
  AND year = 2025
GROUP BY account;

Did We Record the K-1 Handoff?

SELECT date, narration WHERE narration ~ "K-1";

Practical Tips (So the IRS Doesn’t Call) ✅​

1. Document "Reasonable Compensation." Keep a simple memo with your job duties, time allocation, and links to market salary data. Pay this amount via formal W-2 payroll.
2. Separate Wages and Distributions Cleanly. Never mix them. Your Beancount ledger should make the distinction obvious.
3. Watch State Rules. Be aware of minimum taxes (like in CA) or S-corp non-recognition (like in NYC).
4. Revisit Estimates. If your income changes significantly mid-year, adjust both your personal 1040-ES and any S-corp level estimated payments.

This guide provides general information, not tax advice. Every business situation is different. Always consult with a qualified CPA for guidance specific to your circumstances.

If you run an S-corp and work in it, the IRS expects you to take W-2 wages before you take owner distributions. The key phrase that governs this entire process is “reasonable compensation.” Getting this wrong can lead to costly tax adjustments and penalties.

Here’s what “reasonable” means in practice—and how to track it cleanly and defensibly in your Beancount ledger.

What the IRS Actually Requires​

The rules are straightforward: shareholder-employees must be paid reasonable compensation for their services before receiving non-wage distributions. Paying yourself too little (or nothing at all) while taking large distributions is a major red flag. The IRS can, and often does, reclassify those distributions as wages, hitting you with back payroll taxes and penalties.

This isn't a new or obscure rule. The IRS has emphasized it for years, notably in its Fact Sheet FS-2008-25, which clarifies that corporate officers who perform more than minor services are to be treated as employees for FICA tax purposes. On your annual Form 1120-S, officer pay is reported on Line 7 (“Compensation of Officers”), and the instructions explicitly state that these amounts are considered wages to the extent they are for reasonable compensation.

Courts consistently back this up. In the landmark case Watson v. United States, a CPA paid himself a salary of only $24,000 while taking significant distributions from his profitable firm. The court sided with the IRS, recharacterizing most of those distributions as wages subject to employment taxes.

How to Estimate a Reasonable Salary (Simple, Defensible)​

So, how do you determine a "reasonable" number? Think of it this way: what would you have to pay someone else to do the job you actually do, in your market, with your experience? The IRS views this as a valuation problem, and there are several common-sense ways to arrive at a defensible figure.

Here’s a pragmatic workflow:

1. Start with Market Comps: This is your anchor. Use resources like Glassdoor, the Bureau of Labor Statistics (BLS), or salary ranges from recruiters to find data for comparable roles in your geographic area.
2. Factor in Your Role & Time Split: Most small business owners wear multiple hats. Acknowledge this by weighting your salary based on the time you spend on different functions. For example, you might be 60% software engineer and 40% product manager.
3. Perform an Ability-to-Pay Sanity Check: Your company's financial health matters. A business with losses may not be able to support a top-quartile salary. However, reporting zero wages while you perform substantial services is rarely justifiable.
4. Document Everything: Save your sources, notes, and calculations. This documentation is your first line of defense in an audit. (More on this below.)

Quick Worksheet (Illustrative)​

Let's walk through an example:

• Market Pay: You find that the local median salary for a Senior Engineer is $140,000** and for a Product Manager is **$120,000.
• Your Time Split: You estimate your time is 60% engineering and 40% product management.
• Weighted Base Salary: $(0.60 \\times$140,000) + (0.40 \times $120,000) =$84,000 + $48,000 =$132,000$.
• Final Decision: Based on your company's current margins, you decide on a salary of $125,000 and plan to revisit it annually.

For context, the 2025 payroll tax rates are 6.2% for Social Security on wages up to $176,100 and 1.45% for Medicare on all wages. Both the employee and employer pay these amounts.

Common Pitfalls to Avoid​

Steer clear of these common mistakes that can attract IRS scrutiny:

• Taking Distributions Before Wages: If you provided services to your S-corp during the year, you must run payroll for your reasonable wages before taking any distributions.
• Setting a "Token" Salary: A nominal salary—like $10,000 for a full-time officer of a highly profitable company—is a near-certain trigger for reclassification, as seen in the Watson case.
• Mishandling >2% Shareholder Health Insurance: Premiums paid for health insurance for shareholders who own more than 2% of the company must be included in their W-2 wages. These amounts are subject to income tax but are generally exempt from FICA taxes. Coordinate with your CPA or payroll provider to ensure this is handled correctly.

A Clean Beancount Setup​

Your ledger is the perfect tool for maintaining a clear line between wages and distributions.

Minimal Chart of Accounts​

Assets:Bank:Operating
Expenses:Payroll:Wages
Expenses:Payroll:Employer:SocialSecurity
Expenses:Payroll:Employer:Medicare
Liabilities:Payroll:Withholding:Federal
Liabilities:Payroll:Withholding:SocialSecurity
Liabilities:Payroll:Withholding:Medicare
Equity:Distributions

Example Postings​

This example shows a monthly payroll run for a $150,000 annual salary ($12,500/month), followed by a separate owner distribution. Notice how wages are recorded as a business expense, while distributions are a reduction of equity.

; Run monthly payroll (company side + withholdings)
2025-02-28 * "Payroll - February"
  Assets:Bank:Operating                      -10350.00 USD
  Expenses:Payroll:Wages                      12500.00 USD
  Expenses:Payroll:Employer:SocialSecurity      775.00 USD
  Expenses:Payroll:Employer:Medicare            181.25 USD
  Liabilities:Payroll:Withholding:Federal     -3000.00 USD
  Liabilities:Payroll:Withholding:SocialSecurity  -775.00 USD
  Liabilities:Payroll:Withholding:Medicare    -181.25 USD

; Owner distribution (non-wage)
2025-03-10 * "Shareholder distribution"
  Assets:Bank:Operating                      -5000.00 USD
  Equity:Distributions                        5000.00 USD

Useful Checks with bean-query​

Periodically, you should compare your year-to-date wages against distributions. This query makes it easy:

; Compare wages vs. distributions YTD
SELECT account, SUM(position)
WHERE (account ~ "Expenses:Payroll:Wages" OR account ~ "Equity:Distributions")
  AND year = 2025
GROUP BY account;

Paper Trail (Protect Yourself)​

If the IRS ever asks, you'll want your reasoning documented.

• Create a short compensation memo each year. Detail your roles, time split, links to market data you used, and the final salary you chose.
• Store this memo in your Beancount directory, for example: docs/comp/YYYY/comp-memo.md.
• Keep copies of all official payroll reports and your annual W-2/W-3 filings.
• Record your decision directly in your ledger with a note entry.

2025-01-15 note "Set 2025 officer salary at $125,000 based on market comps + role split. See docs/comp/2025/comp-memo.md"

FAQ (Fast)​

• Can my salary be $0 if my company lost money? 📉 If you performed significant services, the IRS still expects you to be paid a reasonable wage for that work. If cash flow is a serious issue, get professional advice on how to proceed.
• How often should I revisit my salary? 🗓️ At least annually. You should also reassess it anytime your role, responsibilities, or the market changes significantly.
• What if I’m the only person in the company? 🙋 Even if you're a solo operator, you are still an employee of your S-corp. You must run formal payroll if you work in the business.

This guide provides general information and is not a substitute for professional tax advice. Always consult with a qualified CPA to address your specific financial situation.

Thinking about electing S-corp tax status? Great—just don’t miss the clock. The S-corp election can be a powerful tax-saving tool for small business owners, but its deadlines are strict and non-negotiable. Missing one can complicate your tax picture significantly.

Here’s the practical, accountant-approved version of what you need to know, plus how to track it all cleanly in your Beancount ledger.

The Deadline, In One Bite​

The most critical date is for filing Form 2553, Election by a Small Business Corporation. This is the form that tells the IRS you want to be taxed as an S-corp.

• For existing, calendar-year businesses: You must file Form 2553 by the 15th day of the 3rd month of the tax year you want the election to take effect. For a 2025 election (effective January 1, 2025), the deadline is Saturday, March 15, 2025. Because this falls on a weekend, the IRS weekend/holiday rule pushes the functional deadline to the next business day: Monday, March 17, 2025.
• For new businesses: If this is your business's first tax year, you have “2 months and 15 days” from the start of your tax year to file. The exact date depends on when your tax year officially begins. For example, if your business starts on January 7, your deadline would be March 21.

Tip: If your business operates on a fiscal year rather than a calendar year, the same logic applies. Calculate your deadline as the 15th day of the 3rd month from your fiscal year's start date.

What If You Missed It?​

Don't panic. The IRS understands that business owners can miss deadlines. If you intended to elect S-corp status but failed to file on time, you may be eligible for late-election relief.

The IRS provides a streamlined procedure, Revenue Procedure 2013-30, which allows many small businesses to request retroactive S-corp status. You generally qualify if you can show you had reasonable cause for filing late and meet the procedure's other requirements.

Other Key Dates Tied to S-Corps​

Once you're an S-corp, the deadlines don't stop. Here are two other important dates to mark on your calendar:

• 1120-S Filing (The S-corp Tax Return): Your annual S-corp tax return, Form 1120-S, is due by the 15th day of the 3rd month after your tax year ends. For most businesses (calendar-year filers), this is the same as the election deadline: March 17, 2025.
• Need More Time? If you can't file your 1120-S on time, you can file Form 7004 for an automatic 6-month extension. This extends the deadline to file your return to September 15. Crucially, this is an extension to file, not an extension to pay. Any taxes you owe are still due by the original March deadline.

Who Should Even Elect S-Corp?​

S-corp status isn't for everyone. Its primary benefit is reducing self-employment taxes. It achieves this by allowing you to split your business's profit into two categories:

1. Reasonable W-2 Wages: This is a salary you pay yourself, which is subject to standard payroll taxes (Social Security and Medicare).
2. Shareholder Distributions: This is the remaining profit you take from the business, which is not subject to self-employment tax.

However, this advantage comes with added complexity and costs. S-corps require running formal payroll, adhering to "reasonable compensation" standards set by the IRS, and handling more compliance paperwork, like filing Forms 1120-S and issuing K-1s to shareholders.

Before you make the jump, run the math. A CPA can help you model the breakeven point where the tax savings outweigh the additional administrative costs.

Make the Deadline Easier—with Beancount​

A well-maintained ledger is your best friend for S-corp compliance. You can use Beancount to stay on top of deadlines and clearly distinguish between wages and distributions.

Minimal Chart of Accounts (Starter)​

Here's a basic chart of accounts to get you started:

• Assets:Bank:Checking
• Income:Sales
• Expenses:Payroll:Wages
• Expenses:Payroll:EmployerTaxes
• Equity:Distributions ← For shareholder draws
• Equity:Opening-Balances

Typical Postings​

Your Beancount entries will create a clear separation between payroll expenses and equity distributions.

; W-2 payroll is a business expense
2025-02-28 * "Run payroll - February"
  Assets:Bank:Checking                 -6200 USD
  Expenses:Payroll:Wages                5000 USD
  Expenses:Payroll:EmployerTaxes        1200 USD
  ; entity: S-Corp  period: 2025-02

; Shareholder distribution is a draw on equity, not an expense
2025-03-10 * "Shareholder distribution"
  Assets:Bank:Checking                 -3000 USD
  Equity:Distributions                  3000 USD
  ; entity: S-Corp  period: 2025-Q1

Useful Guardrails (Queries & Tags)​

Use Beancount's features to sanity-check your finances and ensure you're meeting reasonable compensation standards.

• Tag every owner draw with something memorable, like distrib: "yes".
• Periodically run a query to compare total wages paid against total distributions taken.

You can run a quick check from your terminal with bean-query:

SELECT account, SUM(position)
WHERE (account ~ 'Expenses:Payroll:Wages' OR account ~ 'Equity:Distributions')
AND year = 2025
GROUP BY account;

This will give you a clean summary of your wages and distributions for the year, helping you and your CPA assess if your salary is "reasonable."

Paper Trail for the Election​

Keep your S-corp documentation organized and linked to your ledger.

• Create a docs/ folder in your Beancount directory to store PDFs of your signed Form 2553, the IRS acceptance letter, any late-election relief statements, and your payroll setup documents (EIN, state IDs).
• Record a note transaction in your ledger the day you file the election. This creates a permanent, dated record.

2025-01-22 note "Filed IRS Form 2553 for S-corp election (effective 2025-01-01)"

Edge Cases to Watch​

• Your "first tax year" start date might not be your formation date. The clock for the "2 months and 15 days" deadline starts when your company has shareholders, acquires assets, or begins business operations—whichever comes first.
• For non-calendar fiscal years, be precise. Your Form 2553 deadline is based on your fiscal year's start date, while your Form 1120-S deadline is based on its end date.

Quick Checklist​

Ready to proceed? Here is a final checklist to guide you.

✅ Decide if the S-corp structure fits your business based on profit level, payroll readiness, and state-specific rules. ✅ Calendar Form 2553 with the correct deadline (and set a one-week reminder for yourself). For 2025, that's March 17, 2025. ✅ If you're late, immediately evaluate if you qualify for relief under Rev. Proc. 2013-30. ✅ Configure your payroll system and map the new expense and equity accounts in your Beancount ledger. ✅ Prepare to file Form 1120-S by the deadline or file Form 7004 for an extension.

This guide provides general information, not tax advice. Every business situation is unique. Please consult with your CPA to determine the best course of action for your specific circumstances.