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S Corporations

An S corporation designation provides many of the benefits
of partnership taxation while at the same time, providing
the owners with limited liability protection from creditors.

An S Corporation is a standard corporation that has elected a special tax status with the Internal Revenue Service (IRS). The formation requirements for an S corporation are the same as those for a C Corporation, wherein formation documents must be filed with the appropriate state agency and the necessary state filing fees paid.

The profits and losses of the corporation are ‘passed through’ to the shareholders, meaning that the corporation itself is not taxed for income but that the shareholder is. Shareholders are afforded the same liability protection as a C Corp, up to the amount that an individual shareholder has invested in the corporation. S Corps have an unlimited life and can be transferred through a sale of stock.

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Advantages DISAdvantages
Pass-through Taxation: Shareholders are taxed but Corp is not taxed on income Owners cannot be non-resident aliens
Limited Personal Liability: Only responsible for personal investment Fewer than 100 shareholders are required
Perpetual Existence: Ownership can be
transferred by sale of stock
More detailed record keeping requirements
Business expenses may be tax deductible Tax deduction limited to investment in corporation

C AND S CORPORATION COMPARISON CHART

C Corporation S Corporation
Limited Liability Protection Limited Liability Protection
Perpetual Lifetime Perpetual Lifetime
No citizenship or residency requirements US citizens and resident aliens are required to be owners
Separate Tax Entity from shareholders: Must pay and file annual income taxes
with IRS
May not exceed 100 shares or have more than one class of stock
Double Taxation: Corporation and Shareholders pay income taxes Pass-Through Taxation: Corporation does not pay income tax, while shareholders are taxed based on corporate income/losses

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Disclaimer: The information contained in this site is provided for general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. Incbert™ Inc. performs business formation services; it is not a law firm and does not provide legal advice or legal services. View our Full Disclaimer, Privacy Policy and Terms and Conditions.