What is an S Corporation?
An S Corporation is a regular old, bog standard corporation that is owned by a small number of individuals (not other corporations or partnerships) that elects to be treated as a Small Business Corporation under Subchapter S of the Internal Revenue Code. (Hence "S Corp").
S corps were born out of the problem of 'double taxation' suffered by regular corporations (C Corporations). Corporations, like individuals, pay federal income tax. Partnerships do not pay income tax, but merely report income, and pass the burden of tax down to the partners. Each partner in a partnership (including members in an LLC) are responsible for reporting and paying the tax on or their share of the partnership's income.
Now, because C Corporation's pay income tax, the left over after-tax cash (retained earnings) is often times distributed to the shareholders as a dividend. Shareholders then pay tax on the dividends they receive. So ulimately, ever dollar earned by a C corporation is taxed twice (at least as far as the Shareholders are concerned): First, the corporation pays income tax on that dollar (between 15 and 35% or so), then, when the shareholder receives a dividend, the shareholder pays an additional 15% tax on the dividend.
Generally, in big corporations, shareholders like both dividends and the appreciation of their stock and the direct and indirect tax impact is just a cost of ownership. But in small corporations, where the shareholders are active in the management, the double tax is a real burden. The owner's sentiment goes - I bust my ass for my business and I have to pay you 20 cents on the dollar. Then, to get the 80 cents left out of my business, you're telling me I have to pay another 12 cents? That leaves me just 68 cents! Kerist that sucks!
Enter the S corp. For all legal and practical purposes it is a corporation, but, like a partnership, it does not pay federal income tax but simply reports earnings and passes the taxable profits down to the shareholders.
And there you go.
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