S-Corporation
An S-Corporation is not an entity type but a federal tax election made by an eligible LLC or C-Corporation. The election is filed with the IRS using Form 2553. S-Corp taxation passes business income through to shareholders, avoiding the double taxation of C-Corporations.
At a glance
A federal tax election allowing pass-through taxation while requiring payroll for owner-employees.
Definition and overview
An S-Corporation is not an entity type but a federal tax election made by an eligible LLC or C-Corporation. The election is filed with the IRS using Form 2553. S-Corp taxation passes business income through to shareholders, avoiding the double taxation of C-Corporations. The concept is foundational to US business law and tax practice. Most founders encounter s-corporation either at formation, during major business changes, or in connection with compliance filings.
History and legal basis
The S-Corporation election was created by the Subchapter S Revision Act of 1958, codified in IRC Subchapter S, Chapter 1. Originally limited to 35 shareholders, the limit was expanded to 75 in 1996 and to 100 in 2004. The Small Business Job Protection Act of 1996 also allowed certain trusts and tax-exempt organizations to be S-Corp shareholders.
When to use s-corporation
S-Corporation typically applies in these situations:
- At formation. Many of these concepts are decided when the entity is first created.
- During growth stages. As businesses scale, the concept may become more relevant or change in application.
- Tax planning. Most concepts in this area have direct tax implications.
- Liability and asset protection. Many of these structures exist primarily to manage legal and financial risk.
- Investor and M&A activity. Funded startups and acquisition targets need precise compliance with these concepts.
How to set up or file
- Research applicable rules. S-Corporation is governed by a combination of federal (IRS, FinCEN) and state law. Verify current rules.
- Gather required information. Most filings require entity details, identifying information, and supporting documentation.
- Complete the form or filing. Federal filings typically go to IRS, FinCEN, or USPTO. State filings go to the Secretary of State or applicable state agency.
- Pay any applicable fees. Federal fees vary; state fees range from free to several hundred dollars depending on filing type.
- Maintain documentation. Keep filed copies and supporting records for at least 7 years for tax purposes.
- Track ongoing compliance. Many concepts in this area trigger ongoing filing or reporting requirements.
Common mistakes
- Missing deadlines. Federal and state deadlines for filings related to s-corporation are strict. Missing them often results in penalties.
- Incorrect classification. Many concepts have multiple sub-types that affect treatment. Get the classification right at the start.
- Inadequate documentation. When something goes wrong, documentation determines outcomes. Maintain clear records.
- Ignoring state variations. US business law varies significantly state-to-state. What's true in Delaware may differ in California.
- DIY without verification. S-Corporation can be DIYed, but mistakes are expensive. Verify with a professional when uncertain.
Costs and fees
Costs associated with s-corporation vary by type, state, and complexity. File.Business handles most s-corporation services as part of our compliance plans (starting at $99/yr); we pass through state and federal filing fees at cost. Compare specific cost breakdowns across all 51 jurisdictions using our cost-by-state calculators.
Get help with s-corporation
File.Business handles s-corporation as part of our $0-service-fee business operating system. Talk to a specialist or start your business.
Start my business Talk to a specialistFAQ
What exactly is s-corporation?
An S-Corporation is not an entity type but a federal tax election made by an eligible LLC or C-Corporation. The election is filed with the IRS using Form 2553. S-Corp taxation passes business income through to shareholders, avoiding the double taxation of C-Corporations.
When was s-corporation created?
The S-Corporation election was created by the Subchapter S Revision Act of 1958, codified in IRC Subchapter S, Chapter 1. Originally limited to 35 shareholders, the limit was expanded to 75 in 1996 and to 100 in 2004. The Small Business Job Protection Act of 1996 also allowed certain trusts and tax-exempt organizations to be S-Corp shareholders.
Do all businesses need s-corporation?
It depends. Some concepts apply universally; others only in specific situations. The above sections explain when this is relevant.
How much does it cost?
Costs vary by state, complexity, and entity type. File.Business adds $0 service fee on top of any state or federal pass-through fees.
Can I handle this myself or do I need professional help?
Many people DIY successfully. Professional help is recommended for complex situations, multi-entity structures, or when mistakes would be costly. File.Business splits the difference: self-service tools backed by specialists.
On the $129/yr Compliance Annual Filings plan, we cover state late fees.
When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.