3 Proven Reasons a Connecticut Business Owner Should Elect Subchapter S

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Business owners of corporations will by default have a “C” Corporation.  If they are eligible and they elect, they could be a Subchapter S (“Sub S”) corporation.




An eligible Sub S corporation meets the following criteria:

* Domestic corporation

* No more than 100 shareholders

* The only shareholders are individuals, estates, certain exempt organizations and certain trusts

* There are no nonresident alien shareholders

* The company has only one class of stock

* The company is not an ineligible corporation

* The company will generally adopt a tax year ending December 31

* Each shareholder consents to the Sub S election


To elect Sub S status the Corporation would file Form 2553, Election by a Small Business.


Here are 3 reasons to elect Sub S Status:


1) No Double Taxation

While both a “C” Corporation and a Sub S are both separate legal entities, the “C” corporation is also a separate taxable entity.  If a “C” Corporation has profits that are retained, it will pay income tax on these profits. If the profits are later paid out to the shareholders, the shareholders will be taxed. Hence the term, “double-taxation.”

With a Sub S, there is no double taxation.  With a Sub S corporation all of the profits or losses are passed through to the shareholders any they pay the income tax.


2) Possible Minimization of Social Security Taxes

Wages are subject to Social Security tax.  An employee pays 7.65% on the first $113,700 in 2013. The employer must match this amount and remit it.  Earnings over this amount are subject to the Medicare tax of 1.45%. The employer must also match and remit this amount.

Profits from a Sub S are not subject to Social Security or Medicare taxes. Caution should be exercised here however. Shareholder / employees need to be paid reasonable compensationThe Internal Revenue Service (“IRS”) is looking closely at this issue.


3) Single Tax on Sale

This may be the most important reason of a rapidly growing company.  When a business is sold, most buyers don’t want to buy the stock of the seller.  This is due to potential liability issues. Most buyers want to buy the assets of the business and not take on any liability.

If it was an asset sale by a “C” Corporation, double taxation would rear its ugly head again. With an S Corp there is no double taxation (assuming you have been an S Corp for 10 years).  Any gains on the asset sale will flow through to the shareholders.


Will you elect Subchapter S Tax Status?


We are not rendering legal advice.  Consult your attorney for legal advice.


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Tom Scanlon has over thirty years experience in public accounting with an extensive background in the areas of financial, tax, and estate planning. He prides himself on providing in-depth and customized solutions to privately held businesses and their owners. He is a Certified Public Accountant and Certified Financial Planner®. Tom is a frequent speaker for area organizations and has  recently been quoted on CNBC, Fox 61 News and AARP's blog. Tom also has been a guest columnist for numerous publications including The Wall Street Journal, Barron's, Money Magazine, The Hartford Courant, The Hartford Business Journal, and The New Haven Register. He is a member of the American Institute of Certified Public Accountants, the Connecticut Society of Certified Public Accountants, and the Financial Planning Association. Active in the community, Tom supports a variety of not-for-profit organizations.

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