Understanding S Election: A Guide for Small Businesses

Are you a small business owner looking to explore the benefits of an S Corporation? In the world of business taxation, an S Election is a decision that allows certain corporations to be treated as pass-through entities for tax purposes. In simpler terms, it enables small businesses to avoid double taxation by allowing profits and losses to flow through to the shareholders’ personal tax returns.

Eligibility for S Election

To qualify for S Election, a business must meet certain criteria:

  • Be a domestic corporation
  • Have only allowable shareholders (such as individuals, certain trusts, and estates) and not exceed 100
  • Consist only of eligible shareholders (except for certain exempt organizations)
  • Have only one class of stock

Meeting these requirements opens up the possibility of electing S Corporation status.

The Process of Making an S Election

Choosing S Corporation status requires filing Form 2553 with the Internal Revenue Service (IRS). Here’s a step-by-step breakdown of the process:

  1. Gather the necessary information: You’ll need the corporation’s name, address, Employer Identification Number (EIN), fiscal year end, and details about shareholders.
  2. Complete Form 2553: Provide all the requested information accurately, including the effective date of the S Election.
  3. File the form: Submit the completed Form 2553 to the IRS within the designated timeframe. Consult the instructions on the form for specific details.
  4. Await confirmation: Upon acceptance and approval of your S Election, the IRS will send a Letter 147C confirming the election.

It’s crucial to meet the required deadlines and follow the correct procedures to ensure a successful S Election.

Tax Considerations for S Corporations

Once an S Election is approved, the business will experience several tax-related advantages and considerations:

a) Pass-Through Taxation

S Corporations are not subject to federal income tax at the corporate level. Instead, income, deductions, credits, and losses are passed through to the shareholders, who report them on their individual tax returns.

b) Avoiding Double Taxation

Unlike C Corporations, where profits are taxed at both corporate and individual levels, S Corporations allow for the avoidance of double taxation on business income.

c) Shareholder Compensation

One consideration for S Corporations is ensuring that shareholder-employees receive reasonable compensation for the services they provide. Corporations must pay reasonable salaries subjected to payroll taxes, while other profits can be distributed as dividends to avoid excessive payroll tax burdens.

d) Loss Limitations

S Corporation shareholders’ ability to deduct losses is limited to their basis in the corporation. Any losses that exceed the shareholder’s investment may be carried forward or back to offset future or past income, subject to IRS rules.

e) Built-In Gains Tax

If a C Corporation previously converted to S Corporation status, it may be subject to a built-in gains tax on the net recognized built-in gains during the recognition period. This rule prevents corporations from avoiding taxes on built-in gains realized shortly after the S Election.

Potential Disadvantages of S Corporations

While S Corporations offer numerous tax advantages, it’s crucial to consider potential downsides:

a) Eligibility Restrictions

The 100-shareholder limit, restrictions on shareholder types, and one class of stock requirement can limit the eligibility of certain businesses for S Corporation status.

b) Passive Income Issues

If an S Corporation generates significant passive income, such as from interest, dividends, or rental activities, it may be subject to a built-in gains tax or face certain limitations.

c) Shareholder Compensation Scrutiny

Since S Corporation shareholders can receive a portion of their profits as distributions, there is a possibility of scrutiny from tax authorities if the shareholder-employee’s salary is deemed unreasonably low relative to the company’s income.

d) Self-Employment Taxes

While S Corporation shareholders can minimize their self-employment taxes by taking distributions, they must still pay employment taxes on their reasonable compensation.

e) Administrative Requirements

S Corporations require additional paperwork and compliance compared to simpler business structures. They must hold regular shareholder and director meetings, maintain accurate financial records, and strictly follow corporate formalities.


In summary, an S Election allows eligible small businesses to enjoy the benefits of pass-through taxation, avoid double taxation, and potentially reduce their overall tax liability. However, it is essential to carefully consider the eligibility criteria, tax implications, and additional administrative requirements before electing S Corporation status. Consulting with a tax advisor or legal professional can help navigate the complexities and ensure the best decision for your business.