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Typical Pros and Cons of Electing an S Corporation Status

Posted on February 5th, 2024

Welcome to FAME Consulting LLC, your trusted partner in Virtual Accounting and Tax Solutions for Small Business Owners. 

Located in the vibrant city of Albany, New York, our mission is to provide tailored financial expertise to help your business thrive. 

We understand that one of the pivotal decisions for any business is choosing the right structure, and it holds even more significance when it comes to tax implications.

The choice of a business structure can significantly impact your company's financial well-being, legal obligations, and growth potential. 

At FAME Consulting LLC, we recognize the complexities that entrepreneurs and small business owners face, and we are here to guide you through the intricate world of tax planning and business structuring.

In today's blog post, we delve into a crucial aspect of business structuring – the pros and cons of electing S Corporation (S corp) status. 

We understand that navigating the intricacies of tax codes and business regulations can be a daunting task. That's why we have prepared this blog post to help you make informed decisions that align with your business goals and financial aspirations.

As a small business owner, you're likely familiar with the importance of minimizing tax liability while maximizing profits. S corporations have emerged as a popular choice due to their potential tax benefits, but they come with their own set of considerations. 

In this blog, we will explore the advantages and disadvantages of electing S Corporation status, shedding light on key factors that can influence your decision-making process.

Let's embark on this journey together, as we unravel the typical pros and cons of electing an S Corporation status.

Pros of Electing S Corporation Status

1. Single Layer of Taxation

S corporations, often referred to as S corps, are a unique breed in the business world, offering a single layer of taxation that distinguishes them from their C corporation counterparts. In essence, S corporations are pass-through entities, meaning that the company's profits and losses flow directly to its shareholders. This elegant structure elegantly sidesteps the double taxation quagmire faced by C corporations. 

Unlike C corporations, where profits are taxed both at the corporate level and again when shareholders receive dividends, S corporations provide a streamlined solution. Shareholders of S corporations report their individual share of the company's income on their personal tax returns. This characteristic alone can significantly reduce the tax burden and complexity for business owners, making S corp status an appealing choice.

2. Tax Efficiency

One of the standout advantages of electing S Corporation status is the potential for substantial tax savings. Shareholders can potentially reduce their overall tax liability by choosing this business structure. This efficiency arises from the fact that S corporations are pass-through entities, allowing profits and losses to pass directly through to individual shareholders. 

As a result, shareholders only pay taxes on the income they actually receive, rather than at the corporate level. This can be especially advantageous for small business owners, as it permits them to minimize their tax obligations while retaining the ability to reinvest earnings into their company's growth. The tax efficiency associated with S Corporation status is undoubtedly a compelling reason for entrepreneurs to explore this option.

3. Step-Up in Basis

For shareholders of S corporations, the concept of a step-up in basis can be a powerful tax-saving strategy. The basis of an asset represents its original value for tax purposes, and this basis can increase annually for S corporation shareholders. This yearly step-up in basis can prove invaluable when it comes time to sell shares in the company. 

When shareholders decide to sell their S corporation shares, they enjoy a reduced capital gains tax liability, thanks to the increased basis. In essence, this means that a portion of the proceeds from the sale may be taxed at a lower capital gains rate, potentially saving shareholders a substantial amount of money. This step-up in basis can be a significant financial advantage for those considering S Corporation status.

4. Asset Sale Efficiency

S corporations often prove to be tax-efficient vehicles for asset sales, offering benefits to both buyers and sellers. When it comes to selling a business, the structure of the sale can have a profound impact on the taxation of proceeds. With an S Corporation, the sale of assets can be structured in a manner that minimizes tax liability for both parties involved. 

Buyers can benefit from stepping up the basis of the acquired assets, which can lead to increased depreciation deductions and reduced taxable income. On the seller's side, the sale of assets through an S corporation can result in favorable capital gains treatment. This tax-efficient asset sale process can make S Corporation status an attractive choice for those who anticipate selling their business in the future, ensuring that they retain a larger share of the proceeds from the sale.

Cons of Electing S Corporation Status

While S Corporation (S corp) status offers several advantages, it's important to balance the scales by considering the potential drawbacks. 

In this section, we will explore the cons associated with electing S Corporation status, shedding light on critical factors that demand careful consideration.

1. Cash Flow vs. Tax Liability

One significant challenge for shareholders of S corporations is the potential misalignment between cash flow and tax liability. In an S corporation, shareholders are required to pay taxes on their pro rata share of the company's earnings, even if they don't receive corresponding distributions. This can create a scenario where shareholders are faced with tax obligations that outpace the actual cash they receive from the business. 

For small business owners, this cash flow discrepancy can pose challenges, as they may need to set aside funds for taxes while ensuring they have enough liquidity to cover operational expenses. Proper cash flow planning is essential to navigate this conundrum effectively and avoid financial strain.

2. Built-In Gains

Another consideration when electing S Corporation status is the concept of built-in gains. The IRS has imposed a built-in gains tax on certain S corporations, particularly those with appreciated assets. If an S corporation or its assets are sold within ten years of making the S corporation election, any built-in gains are subject to taxation. This can act as a deterrent for businesses considering S Corporation status, as the potential tax liability may outweigh the benefits in certain scenarios. 

It's crucial to assess your business's asset structure and long-term plans before committing to this election to ensure that built-in gains won't be a burden.

3. Shareholder Limitations

S corporations come with restrictions on the number and type of shareholders, which can be a significant drawback for some businesses. Initially, there was a limit of 75 shareholders for S corporations, but this limit was increased to 100 by the American Jobs Creation Act (AJCA). Furthermore, only individuals, estates, certain trusts, and eligible family members can be shareholders in an S corporation. This limitation may not align with the growth and ownership structure goals of some businesses. If your business intends to attract a broader range of investors or aims for flexibility in shareholder composition, the constraints of an S corporation may prove inhibitory.

4. Complexity

The administrative burden associated with S corporations can be another challenge. Maintaining compliance with IRS rules and regulations requires rigorous adherence and attention to detail. Failing to meet these requirements can result in the loss of S Corporation status, potentially triggering adverse tax consequences. 

To remain compliant, S corporations often need to invest in professional accounting and legal services, which can translate into added costs. Additionally, the need to file separate tax returns for the corporation and individual shareholders can add complexity to the overall tax planning process. For some businesses, the administrative complexities may outweigh the tax benefits associated with S Corporation status.

5. Limited Investment Opportunities

Investors with specific objectives may find that S Corporation status doesn't align with their goals. Those seeking more flexibility in structuring ownership or aiming to attract institutional investors may prefer the corporate structure offered by C corporations. C corporations allow for various classes of stock and a broader range of investors, making them a more attractive choice for businesses targeting specific investment opportunities. While S Corporation status can be advantageous in many scenarios, it may not provide the investment flexibility required by some businesses.

To ensure you make the right choice for your unique circumstances, it's crucial to weigh these cons against the pros, as discussed in the previous section. Ultimately, your decision should align with your business's long-term goals and financial strategy.

Business Tax Preparation Services

At FAME Consulting LLC, we are not just about providing information; we are also dedicated to helping you take concrete steps towards optimizing your business finances. Our Business Tax Preparation services are designed to ensure that your tax obligations are met efficiently, saving you time and resources while keeping your financial affairs in order. With our expert team of tax professionals, we navigate the complexities of the tax code, making sure you benefit from every available advantage.

Expert Tax Planning

Our tax experts have years of experience in optimizing tax strategies for businesses of all sizes. We understand the intricacies of tax regulations and can develop a customized tax plan tailored to your specific needs. Whether you've already elected S Corporation status or are considering it, our team will work closely with you to maximize your tax benefits and minimize liabilities.

Comprehensive Tax Compliance

Staying compliant with tax laws and regulations is essential for any business. Our Business Tax Preparation services ensure that all your tax forms, filings, and documentation are accurate and submitted on time. We take the burden of tax compliance off your shoulders, allowing you to focus on growing your business with confidence.

To explore how our Business Tax Preparation services can benefit your business, visit our Business Tax Preparation Services page. Don't hesitate to reach out to us at (855) 829-7940 or via email at [email protected]. Your financial success is our top priority, and we are here to support you every step of the way.


In closing, choosing the right business structure is crucial, and FAME Consulting LLC is here to guide you. 

Our Business Tax Preparation services are tailored to meet your unique needs, ensuring you navigate the complexities of tax planning seamlessly. For expert assistance and to explore how our services can benefit your business, visit our Business Tax Preparation Services

Reach out to us at [email protected] to secure your financial future.

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