Can an S Corp have a single owner?

Wondering if an S Corp can be a one-person show?

Dive into this informative guide to understand the benefits of an S Corporation, including tax implications and liability protections, specifically tailored for single-owner businesses. We’ll walk you through eligibility requirements, formation steps, and ongoing compliance essentials, ensuring you’re well-prepared to make an informed decision.

Understanding S Corporations (S Corps)

When you think about S Corporations, you might picture a bustling office with multiple shareholders. But here’s the scoop: an S Corporation can be a one-person operation!

An S Corporation is a unique tax election for your business that combines some of the best features of corporations and partnerships. S Corporations offer pass-through taxation, meaning the company’s income, losses, deductions, and credits flow through to the shareholder’s, or owner’s, personal tax return.

This setup can lead to significant tax savings, especially for the small business owner. One of the most attractive features of an S Corporation is that there’s no self-employment tax on the business profits. And, unlike a C Corporation, the S Corp business profit is taxed once, at the personal level, avoiding double taxation.

As an owner-employee, you pay yourself a reasonable salary and take additional profits as distributions. While your owner salary is subject to payroll taxes, your business profit is not subject to self-employment tax. This can result in substantial savings over time.

However, do ensure your salary is in line with industry standards to stay within the IRS rules for S Corp tax treatment.

Ownership rules for S Corporations

While S Corporations can have a single owner, there are some specific ownership rules to keep in mind.

• Only individuals, certain trusts, and estates can be shareholders. This means no partnerships or corporations can own an S Corporation.
• There’s a maximum of 100 shareholders. If you are the only shareholder, this isn’t an issue, but it’s good to know if you plan to expand.
• All shareholders must be U.S. citizens or resident aliens. These rules help maintain the simplicity and tax benefits of the S Corp structure.

While these rules seem restrictive, they help preserve the unique advantages of S Corps for small business owners. Remember, as a single owner S Corp, you’ll need to wear multiple hats – you’re not just the owner but also an employee.

As you consider whether an S Corporation is right for your one-person business, think about your long-term goals. Are you planning to stay solo, or might you bring on partners or employees in the future? An S Corp can accommodate growth while still offering valuable benefits to single-owner businesses.

Ultimately, the decision depends on your specific situation, but for many entrepreneurs, the tax advantages and liability protection make an S Corporation an attractive choice.

Considerations for a single-member S Corp

S Corp and taxes

One of the biggest perks of an S Corp is pass-through taxation. You’ll report business income and losses on your personal income tax return. Your S Corp business income won’t be subject to federal corporate income tax.  Instead, the income “passes through” to you as the owner, and you pay federal income tax on that income at your individual tax rate. In some cases, your income may be subject to state income or franchise taxes.

At tax time, your S Corp will file Form 1120S for the business, and you’ll receive a Schedule K-1 to report your share of the business income on your personal tax return. However, you’ll still need to make  quarterly estimated taxes and maintain accurate records of your income and expenses.

It’s beneficial to work with a tax professional who understands S Corporation regulations to ensure compliance and maximize your tax benefits.

Legal structure and documentation

Before you can file the S Corporation election, you’ll need to form a legal structure, such as a limited liability company (LLC). This step is crucial and you can’t go from a sole proprietorship to S Corp with forming a legal structure first. As a single LLC owner, you’ll form a single member LLC (SMLLC) and then elect to have your LLC taxed as S Corp. People often think of this legal and tax structure combination as an LLC S Corp.

Apart from this, you’ll need to maintain separate business bank accounts and keep meticulous financial records. This separation is crucial for preserving your limited liability protection. As a single owner S Corp, you might find it beneficial to work with a professional accountant or tax advisor to ensure compliance with all IRS regulations. They can also help you optimize your salary and distribution strategy to maximize tax benefits.

Liability protection

A single member LLC offers personal liability protection, shielding your personal assets from business debts and lawsuits. When you elect S Corporation status, you’re still an LLC and maintain this liability protection.

However, this protection isn’t absolute. To maintain this protection, you must keep your personal and business finances separate. This means having dedicated business bank accounts and credit cards and avoiding using company funds for personal expenses.

It’s also crucial to properly capitalize your business and follow bookkeeping and tax best practices. By doing this, you’ll strengthen the legal separation between yourself and your single member LLC, ensuring that courts respect your limited liability status if your business ever faces legal challenges.

Steps to start an S Corp

So, now you’ve decided that an S Corporation might be the right choice for your business. Great!

Let’s walk through the steps to form one.

Step 1: Form an LLC or corporation

The first step is to create a business entity. Most often, this means forming an LLC (Limited Liability Company) or a corporation.

Start by choosing a unique business name that complies with your state’s rules. Then, file Articles of Organization (for an LLC) or Articles of Incorporation (for a corporation) with your state’s Secretary of State office.

This process typically involves paying a filing fee and providing basic information about your business, such as its name, address, and purpose.

When your LLC or corporation is formed, you’ll need to obtain any necessary business licenses and permits. For example, depending on your industry and location, you might need a general business license, professional licenses, or specific permits. Research your local and state requirements to ensure compliance.

Obtaining an employer identification number (EIN) is also essential. This unique identifier is crucial for tax purposes and opening business bank accounts. You can obtain your EIN for free by applying at the IRS website. You’ll also need to create an operating agreement for your business. 

Step 2: Elect S Corporation status

After forming your business entity, the next step is to elect S Corporation status with the IRS. You’ll do this by filing Form 2553, “Election by a Small Business Corporation.” This is how you set up the tax structure of an S Corp for LLC.

When the IRS approves your election, you’ll be treated as an S Corporation for tax purposes. You’ll enjoy the benefits of pass-through taxation while maintaining the liability protection of an LLC.

Step 3: Ongoing compliance

Forming an S Corporation is just the beginning. To maintain your status and enjoy its benefits, you’ll need to stay on top of ongoing compliance requirements.

S Corp taxes

This includes filing your S Corp federal business tax return (Form 1120S), filling your federal personal individual tax return (Form 1040), and making quarterly tax payments. You’ll also need to manage payroll, including paying yourself a reasonable salary

Some federal tax forms you should be aware of:

• Form 941 for quarterly payroll tax reporting
• Form 940 for annual federal unemployment tax, and
• Schedule K-1 for reporting your share of income, deductions, and credits.

In addition to federal taxes, you’ll need to comply with state taxes. This may involve filing state income tax returns, paying state unemployment taxes, and possibly paying franchise taxes or other state-specific business taxes. The requirements vary by state, so it’s important to consult with a tax professional to ensure full compliance.

Maintain your single member LLC

In addition to tax requirements, you’ll need to maintain your single member LLC with your state. Most states require limited liability companies to file an annual informational return with the Secretary of State (or similar agency) and pay an annual fee. Check with your state for details about your requirements.

Frequently Asked Questions

Does an S Corp need two owners?

No, an S Corp doesn’t need two owners. A one owner S Corp is perfectly legal and quite common. The IRS allows S Corporations to have up to 100 shareholders, but there’s no minimum requirement.

Can a one owner LLC be an S Corporation?

Yes, a single member LLC can form an S Corp. This structure is popular among solo entrepreneurs who want to benefit from the tax advantages of an S Corporation and the liability protection of an LLC. Remember, while you’re the only owner, your LLC is a separate legal entity from yourself for legal purposes. This separation is crucial for maintaining the limited liability protection that an LLC offers.

How does having an S Corp affect self-employment taxes?

S Corporation owners don’t pay self-employment taxes on their pass through business income. Instead, they pay income tax on this income and payroll taxes on their owner salary. This is different from a sole proprietorship which pays self-employment tax on all business profits. Any additional profits are considered distributions and aren’t subject to self-employment tax. However, the IRS requires S Corp owners to pay themselves a “reasonable” salary to prevent abuse of this tax advantage.

Can I switch from another business structure to an S Corp?

An S Corporation is a tax election for your business structure and you can switch how your business is taxed. LLCs can easily change their default tax structure and change LLC to S Corp status for tax purposes.

A C Corporation can also convert to an S Corporation by filing Form 2553.

A sole proprietorship must form a LLC or corporation before making the S Corporation election.

What are the S Corp benefits over LLC?

The one of the benefits of S Corp is that S Corporation owners don’t pay self-employment tax on their pass through profits. This is different than the default tax structure for an LLC, where owners must pay self-employment tax on their profits.

An easier way to manage your S Corporation

Looking for a reliable partner to help you navigate the complexities of your S Corp? Look no further than Collective! We specialize in assisting solopreneurs set up and maintain their S Corps with ease.

Our team of experts works with thousands of business owners, providing guidance every step of the way. From formation and ongoing compliance to bookkeeping and annual taxes, we’ve got you covered. Don’t let the administrative tasks overwhelm you—let Collective handle the details so you can focus on growing your business.