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


By Nellie Akalp

The deadline for present restricted liability corporations and C Businesses to elect S Corporation tax procedure for the tax yr 2022 was March 15. So, what comes about if a business skipped the S Corp deadline? Can it nevertheless modify its LLC or C Corp tax cure from its default position to that of an S Corporation?

These are significant queries for enterprise proprietors who are striving to enhance their tax outcomes and increase their profitability.

S Company overview and eligibility prerequisites

What is an S Corp?

Right before we dig into the deadline situation, let’s 1st go over what it indicates to be an S Company. An S Corporation is not an fully different form of business entity. Fairly, it is a distinctive go-by means of tax election that an LLC or C Company requests by way of the IRS.

Move-as a result of tax status suggests that an S Corporation’s business income, losses, deductions, and credits movement as a result of to its entrepreneurs. When an LLC is by default a move-via entity, move-via taxation as an S Corp is taken care of a small differently—more on that later on. An LLC or corporation should file Type 2553 (election by a compact small business company) to ask for S Corporation tax cure.

S Corp eligibility prerequisites

A enterprise need to satisfy the IRS’s conditions to qualify to be taxed as S Company:

  • Will have to be a domestic company (or LLC).
  • May perhaps not have far more than 100 shareholders (or LLC members).
  • Could not have entrepreneurs that are non-resident aliens, partnerships, or firms. All shareholders in an S Company need to be men and women (not LLCs or partnerships) and legal citizens of the United States.
  • An S Corp may have only one particular class of stock. House owners have to share similarly in terms of income and losses centered on their share of possession.
  • Organizations that are not suitable to be handled as S Corps include things like sure financial institutions, insurance policies providers, and domestic worldwide sales companies.

C Company electing S Company position: Tax remedy overview

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

Immediately after the corporation pays cash flow tax on these monies at the corporate tax fees, shareholders also report and pay back tax on the income on their individual tax returns at their particular person tax fees.

Alternatively, a corporation that has elected to be taken care of as an S Corporation is considered a go-by way of entity. Therefore, its gains and losses flow by way of to its shareholders’ particular tax returns (according to their shares of ownership). The shareholders pay out tax on that earnings at the relevant unique tax fees, but the small business does not pay out money tax on the profits. Consequently, S Corp taxation eradicates the “double taxation” that applies to companies less than their default tax therapy.

Shareholders who are staff of the C Company pay back Medicare and Social Safety taxes (FICA taxes) only on the wages and salaries the company pays them. Dividend profits they receive is not subject matter to Social Safety and Medicare taxes.

While a C Corp electing S Corp status follows a various money tax protocol, its corporate compliance obligations for the fundamental business entity sort (C Corporation) keep on being the same. For example, the corporation should undertake bylaws, designate a registered agent, appoint a board of directors, maintain shareholder meetings, etcetera.

S Company benefits for C Companies

Preventing double taxation stands as the primary explanation entrepreneurs with C Corporations elect S Company standing. Typically, the tax submitting process as a go-by way of tax entity is much less sophisticated, way too.

S Corporation negatives for a C Company

S Corp election may perhaps not be excellent for just about every C Company because it features much less adaptability in particular respects:

  • S Corp election locations restrictions on who is suitable to own the company.
  • Business earnings or loss is allocated in direct proportion to each and every shareholder’s ownership share of the company. For case in point, suppose shareholder 1 owns 60% of the company 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 income, no matter of other agreements built about dividing earnings.
  • For the reason that an S Corp may only have 100 or less shareholders, the corporation’s means to raise capital and fund growth may perhaps be minimal.

These are some of the potential downsides for small business proprietors to contemplate.

Extra articles from AllBusiness.com:

LLC electing S Company status: Tax treatment overview

An LLC is a go-as a result of tax entity, with its profits flowing through to its members’ own tax returns. LLC associates need to spend income tax and self-employment taxes (Social Protection and Medicare) on all the company’s gains.

With S Company election, LLC members only pay back Social Security and Medicare taxes on profits compensated to them as wages and salaries. The income the company presents them as distributions are not subject matter to Social Safety and Medicare taxes.

An LLC faces the similar LLC enterprise compliance formalities regardless of no matter if it opts for default or S Corp tax procedure. For case in point, it need to maintain a registered agent in the condition, apply for required licenses and permits, and acquire an EIN. Nonetheless, getting an S Corporation for tax purposes does not burden an LLC with C Corp compliance demands like adopting bylaws or appointing a board of administrators.

S Company advantages for LLCs

LLC associates may be drawn to S Corp election for the reason that it could help them reduced their individual tax load. Revenue paid to small business proprietors by payroll is subject to Social Security and Medicare taxes (FICA), whilst earnings distributions are subject matter to cash flow tax but not FICA taxes.

S Corporation shortcomings for LLCs

On the flip facet, some likely negatives exist:

  • The IRS restricts who may well personal an LLC.
  • LLC associates who work in the company have to compensate on their own with a sensible salary or wage. If they try to get away with shelling out as very little FICA tax as probable by shelling out by themselves an unreasonably minimal wage and using a disproportionate volume of revenue in distributions, it could elevate crimson flags with the IRS.
  • Handling payroll for LLC customers adds additional do the job and administrative concerns for LLCs that otherwise would not have workforce.
  • Filing taxes as an S Corp is far more complicated than filing as an LLC.

What about the 2022 S Corp election deadline?

To be deemed an S Company for tax reasons in all of 2022, current LLCs and C Firms that stick to a January 1–December 31 tax yr experienced to post an IRS Type 2553 by March 15, 2022 (two months and 15 times following the start of the 2022 tax calendar year).

If they missed that deadline, they can still file Sort 2553, but the election will only be successful for the remainder of the 12 months. That usually means, they will have two sets of cash flow tax files to deal with.

So, say an existing LLC missed the deadline and filed its Type 2553 on May possibly 1, 2022.

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

Firms that adhere to a fiscal calendar year other than the calendar calendar year have till two months and 15 times (75 times) soon after the get started of their fiscal yr to file for S Corp election.

New LLCs and C Firms registered in 2022 have two months and 15 days (75 times) from their development day to file for S Corp tax remedy for their 1st tax yr.

Enterprises have flexibility if they want their S Corp tax procedure to get effect setting up with their 2023 tax yr. They can file their Form 2553 whenever throughout tax 12 months 2022 to make it successful for 2023.

Leeway for corporations that pass up their deadline

If an LLC or corporation demonstrates it has acceptable result in for not submitting Type 2553 on time, the IRS may perhaps approve the S Corp election retroactively to the beginning of the company’s tax year. Enterprise house owners ought to involve an explanation on Sort 2553 of why they’re publishing their submitting late.

Should your small business elect S Corporation standing?

Before moving forward with submitting for S Corp election, it is valuable to converse with a tax advisor or accountant and lawyer to establish if the alter makes sense for your predicament. There are pros and disadvantages, so it’s essential to comprehend all the means S Company standing will impact your business.

About the Author

Nellie Akalp is Founder and CEO of CorpNet.com, a reliable resource and assistance supplier for enterprise incorporation, LLC filings, and corporate compliance services in all 50 states. See Nellie’s posts and whole bio at AllBusiness.com.

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