What To Do If Your Business Missed The S Corp Tax Deadline

By Nellie Akalp

The deadline for existing confined legal responsibility companies and C Companies to elect S Corporation tax therapy for the tax year 2022 was March 15. So, what transpires if a small business missed the S Corp deadline? Can it nevertheless improve its LLC or C Corp tax therapy from its default position to that of an S Company?

These are significant concerns for small business house owners who are striving to improve their tax outcomes and optimize their profitability.

S Corporation overview and eligibility specifications

What is an S Corp?

Right before we dig into the deadline problem, let us first focus on what it usually means to be an S Company. An S Corporation is not an solely distinct variety of business enterprise entity. Instead, it is a distinctive move-by tax election that an LLC or C Company requests by way of the IRS.

Pass-as a result of tax standing signifies that an S Corporation’s small business profits, losses, deductions, and credits circulation by means of to its entrepreneurs. Though an LLC is by default a pass-by means of entity, pass-by way of taxation as an S Corp is taken care of a minor differently—more on that afterwards. An LLC or company need to file Kind 2553 (election by a modest company corporation) to request S Corporation tax procedure.

S Corp eligibility necessities

A organization must fulfill the IRS’s criteria to qualify to be taxed as S Corporation:

• Ought to be a domestic corporation (or LLC).
• May possibly not have much more than 100 shareholders (or LLC members).
• Could not have homeowners that are non-resident aliens, partnerships, or businesses. All shareholders in an S Corporation should be people today (not LLCs or partnerships) and legal people of the United States.
• An S Corp may well have only just one course of stock. Homeowners ought to share equally in terms of gains and losses dependent on their share of ownership.
• Companies that are not qualified to be dealt with as S Corps involve sure money institutions, insurance coverage organizations, and domestic intercontinental sales companies.

C Company electing S Corporation status: Tax treatment overview

Commonly, a C Corporation documents a company income tax return and pays revenue tax on its gains at the corporate tax price. Some of its earnings are matter to “double taxation” i.e., some of a corporation’s revenue get taxed when the C Corp earns that profits and when the corporation distributes individuals income as dividends (which are not tax-deductible) to its shareholders.

After the corporation pays income tax on all those monies at the corporate tax fees, shareholders also report and pay tax on the money on their own tax returns at their individual tax charges.

Alternatively, a corporation that has elected to be taken care of as an S Company is regarded as a move-by means of entity. Thus, its income and losses movement by way of to its shareholders’ personalized tax returns (according to their shares of possession). The shareholders pay tax on that earnings at the relevant unique tax rates, but the enterprise does not fork out revenue tax on the gains. Therefore, S Corp taxation gets rid of the “double taxation” that applies to corporations underneath their default tax treatment method.

Shareholders who are personnel of the C Corporation pay back Medicare and Social Security taxes (FICA taxes) only on the wages and salaries the corporation pays them. Dividend money they obtain is not topic to Social Safety and Medicare taxes.

Even though a C Corp electing S Corp status follows a various earnings tax protocol, its corporate compliance obligations for the fundamental business enterprise entity variety (C Company) remain the exact same. For case in point, the company need to adopt bylaws, designate a registered agent, appoint a board of administrators, maintain shareholder meetings, and many others.

S Company strengths for C Companies

Preventing double taxation stands as the key cause entrepreneurs with C Corporations elect S Corporation position. Normally, the tax submitting process as a pass-via tax entity is fewer sophisticated, as well.

S Company cons for a C Corporation

S Corp election may perhaps not be great for just about every C Corporation since it delivers a lot less adaptability in specific respects:

• S Corp election sites constraints on who is qualified to individual the company.
• Company revenue or decline is allotted in direct proportion to just about every shareholder’s possession share of the company. For example, suppose shareholder 1 owns 60% of the corporation and shareholder 2 owns 40%. Shareholder 1 will be taxed on 60% of the gains and shareholder 2 will be taxed on 40% of the gains, irrespective of other agreements made about dividing income.
• Mainly because an S Corp may well only have 100 or much less shareholders, the corporation’s potential to elevate money and fund progress might be minimal.

These are some of the prospective downsides for business owners to look at.

Much more articles from AllBusiness.com:

LLC electing S Corporation status: Tax remedy overview

An LLC is a pass-by tax entity, with its revenue flowing as a result of to its members’ private tax returns. LLC members should pay out earnings tax and self-work taxes (Social Safety and Medicare) on all the company’s profits.

With S Company election, LLC customers only pay out Social Safety and Medicare taxes on earnings compensated to them as wages and salaries. The gains the business gives them as distributions are not subject matter to Social Safety and Medicare taxes.

An LLC faces the very same LLC business compliance formalities no matter of irrespective of whether it opts for default or S Corp tax treatment. For example, it have to manage a registered agent in the point out, use for demanded licenses and permits, and get hold of an EIN. Having said that, becoming an S Company for tax reasons does not stress an LLC with C Corp compliance needs like adopting bylaws or appointing a board of directors.

S Company strengths for LLCs

LLC members could be drawn to S Corp election since it may perhaps help them decrease their particular tax stress. Cash flow compensated to business enterprise proprietors as a result of payroll is matter to Social Protection and Medicare taxes (FICA), though gain distributions are issue to money tax but not FICA taxes.

S Company drawbacks for LLCs

On the flip facet, some possible downsides exist:

• The IRS restricts who might individual an LLC.
• LLC customers who function in the organization should compensate on their own with a sensible wage or wage. If they test to get absent with shelling out as minor FICA tax as possible by shelling out on their own an unreasonably very low salary and taking a disproportionate amount of funds in distributions, it could raise crimson flags with the IRS.
• Managing payroll for LLC members provides added get the job done and administrative considerations for LLCs that normally would not have staff members.
• Filing taxes as an S Corp is far more sophisticated than submitting as an LLC.

What about the 2022 S Corp election deadline?

To be viewed as an S Corporation for tax functions in all of 2022, present LLCs and C Corporations that observe a January 1–December 31 tax calendar year experienced to post an IRS Type 2553 by March 15, 2022 (two months and 15 times soon after the start of the 2022 tax yr).

If they skipped that deadline, they can nonetheless file Form 2553, but the election will only be helpful for the remainder of the 12 months. That means, they will have two sets of earnings tax documents to deal with.

So, say an current LLC skipped the deadline and filed its Variety 2553 on May perhaps 1, 2022.

• For January 1–April 30, 2022, it should file taxes as an LLC.
• For May 1–December 31, 2022, it will have to file taxes as an S Corp.

Enterprises that abide by a fiscal year other than the calendar year have right until two months and 15 days (75 days) immediately after the get started of their fiscal 12 months to file for S Corp election.

New LLCs and C Corporations registered in 2022 have two months and 15 times (75 days) from their formation day to file for S Corp tax treatment method for their initially tax calendar year.

Enterprises have versatility if they want their S Corp tax treatment to take effect setting up with their 2023 tax calendar year. They can file their Form 2553 anytime for the duration of tax yr 2022 to make it effective for 2023.

Leeway for enterprises that miss their deadline

If an LLC or corporation demonstrates it has sensible lead to for not submitting Kind 2553 on time, the IRS might approve the S Corp election retroactively to the beginning of the company’s tax yr. Business enterprise owners need to incorporate an rationalization on Form 2553 of why they are distributing their submitting late.

Should your enterprise elect S Corporation position?

Ahead of relocating forward with filing for S Corp election, it’s valuable to chat with a tax advisor or accountant and lawyer to establish if the alter can make perception for your predicament. There are professionals and negatives, so it’s significant to understand all the ways S Corporation standing will impact your firm.

About the Author

Nellie Akalp is Founder and CEO of CorpNet.com, a trusted source and company company for company incorporation, LLC filings, and company compliance products and services in all 50 states. See Nellie’s articles and comprehensive bio at AllBusiness.com.

Related: 15 Significant Authorized Blunders Built by Startups