Table of content
- What is an S corporation, and what are the S Corp requirements?
- S Corp requirements for ownership
- How to set up an S corporation
- Advantages of setting up an S corporation
- Disadvantages of setting up an S corporation
- How to register your business as an LLC and then elect to be taxed as an S corporation
- Conclusion
What is an S corporation, and what are the S Corp requirements?
An S corporation is a type of corporation formed by a small business owner and provides limited liability for the owners. It’s also called an S corp because it’s classified as an “S” corporation on your tax return.
An S Corp is a tax classification, not a separate legal entity. If you form an S Corp, you will still be considered self-employed by the IRS and have to file Schedule C (or Form 1040 if your net income from self-employment exceeds $400).
You can also file Form 1040 using Schedule C if you don’t want to take advantage of certain benefits of filing as an S Corp, such as paying yourself wages or taking distributions from the company without having them included in your income taxes.
S Corp requirements for ownership
It should be no surprise that the requirements for ownership are the same as C corporations. As with a C corporation, you can only be one shareholder of an S corporation. There are no limits to who can own an S corporation, though certain tax requirements must be met for someone to be considered an owner.
The IRS requires that at least one person own more than 50% of the stock shares to qualify as an owner. This means you need at least two shareholders if you have only one share; if your business has more than one shareholder (or if you’re filing a multi-member LLC), then your requirement is simply having at least two owners/shareholders who own over 50% of all shares or voting rights.
These numbers apply regardless of how many people hold those shares; so long as they each individually meet this threshold, they’ll all still count toward ownership requirements even if they aren’t present when decision-making or voting occurs!
How to set up an S corporation
To set up a new S-corporation, you must first file Articles of Incorporation for an LLC or C-corporation. After these are on file with the state where your business will be registered, you can apply for an EIN from the IRS. Next, submit Form 2553 to the IRS and your state’s Secretary of State office using their official forms.
Advantages of setting up an S corporation
If you’re thinking about setting up an S corporation, here are some of the advantages:
- Lower taxes. The double taxation of C corporations is eliminated in an S corporation, so profits and losses flow through to the owners and are taxed only once, at the individual level. Suppose a shareholder’s share of net income (after all expenses) is greater than his or her share of distributions from the company. In that case, those earnings can be distributed to him or her as dividends without incurring additional tax liability until they’re withdrawn from his or her account. If he or she receives $15,000 in dividends but has contributed $7,500 toward management expenses during that year and has not received any other distributions from the corporation (which could also be considered taxable income), his/her taxes will be calculated as follows:
- Lower startup costs. A sole proprietorship generally requires only filing one simple form with your state government—the Articles of Organization and purchasing business licenses. In contrast, an S corp needs filing fees for articles with both federal and state governments plus additional fees for federal tax identification numbers (TINs). New businesses must start on a solid legal footing so they can focus on growing their business instead of worrying about legal issues down the road.
- Lower administrative costs: A small company may have less than 5% of total operating expenses; however, small businesses often find themselves burdened by high administrative costs due to having too many employees handling clerical tasks such as payroll administration rather than focusing on higher-value work resulting in financial success for their companies’ futures
Disadvantages of setting up an S corporation
There are several disadvantages to setting up an S corporation, including the following:
- S corporations are not allowed to have foreign shareholders. This is an issue if you want to open a subsidiary in a different country or if you want to invest in international companies.
- You cannot have more than 100 shareholders in an S corporation. This cap can be inconvenient if your business is growing very fast and you need more capital or financing than the amount you’ve already raised from people who invested their own money into your company.
- Non–resident aliens cannot hold stock in an S corporation unless they’re married (or related) to someone who owns at least 10 percent of that particular entity’s shares (if there are no other non-resident aliens who hold more than 50 percent).
Step 4: File Articles of Organization
Once you’ve chosen a state, a name, and a registered agent, the next step is to file articles of organization with the Secretary of State’s office in that state. The articles of organization are the official paperwork that establishes your LLC as a legal entity.
The articles of organization typically require the following information:
- The name and address of the LLC
- The name and address of the registered agent
- The names and addresses of the LLC’s members or managers
- The purpose of the LLC
- The duration of the LLC (if it’s not perpetual)
- The LLC’s management structure (member-managed or manager-managed)
The filing fee for the articles of organization varies by state but typically ranges from $50 to $500 or more. You’ll need to pay this fee when you submit the paperwork.
Step 5: Draft an Operating Agreement
An operating agreement is a legal document that outlines the rules and regulations for operating your LLC. While some states don’t require an operating agreement, it’s still a good idea to have one in place to prevent disputes and clarify the roles and responsibilities of the LLC’s members.
The operating agreement should include the following information:
- The LLC’s management structure
- The roles and responsibilities of the LLC’s members
- How profits and losses will be allocated among the members
- How the LLC will be managed and how decisions will be made
- How members can withdraw from the LLC or transfer their ownership interests
- How new members can be admitted to the LLC
You can draft an operating agreement yourself or hire a lawyer to do it for you. If you’re on a tight budget, there are also online resources that can help you create an operating agreement at a lower cost.
Step 6: Obtain Necessary Permits and Licenses
Depending on the nature of your business, you may need to obtain additional permits and licenses to operate legally. These may include state and local business licenses, zoning permits, and industry-specific licenses.
The requirements for permits and licenses vary by state and industry, so be sure to research what’s required for your particular business.
Step 7: File Annual Reports
Most states require LLCs to file an annual report or statement of information with the Secretary of State’s office. This report typically includes updated information about the LLC’s members, managers, and registered agent.
The filing fee for the annual report is typically lower than the initial filing fee for the articles of organization, but it’s still an ongoing expense that you’ll need to budget for.
Conclusion
In conclusion, forming an LLC for free is not possible due to the various expenses involved in the process, such as filing fees and registered agent fees. However, by completing the steps independently, you can significantly reduce the costs and save money.
When forming an LLC, it’s important to choose a state, name, and registered agent carefully. It’s also essential to file articles of organization and draft an operating agreement that outlines the rules and regulations for operating the LLC. Additionally, obtaining necessary permits and licenses, and filing annual reports are crucial to maintain compliance with the state.
While forming an LLC can be time-consuming and involves some expenses, it’s a worthwhile investment in your business. By forming an LLC, you can protect your personal assets, establish credibility with customers, and access certain tax benefits.
In summary, forming an LLC requires careful planning and attention to detail. While it’s not possible to form an LLC for free, the investment is worth it in the long run. With proper planning and execution, you can successfully form an LLC and set your business up for success.

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