What is an S-Corp? (LLC vs S-Corporation Explained)
An S-Corp (S-Corporation) is not a separate legal business entity, but a special IRS tax status (Form 2553 election) that allows an LLC or corporation to pass net income directly to owners’ personal tax returns, shielding shareholder profit distributions from the 15.3% self-employment tax (FICA).
Profits and losses flow directly to shareholders' personal Form 1040. Avoids federal corporate double taxation.
Self-employment tax (Social Security & Medicare) is paid only on W-2 salary. Remaining profits are distributed tax-free from FICA.
Your underlying state-registered LLC remains unchanged. Your personal assets remain fully protected under state corporate law.
| Comparison Factor | Standard LLC (Default) | LLC with S-Corp Election (Form 2553) |
|---|---|---|
| Legal Business Structure | State-registered LLC | State-registered LLC (identical legal shield) |
| IRS Tax Classification | Disregarded Entity (Schedule C) / Partnership | S-Corporation (Form 1120-S Corporate Return) |
| 15.3% Self-Employment Tax | Paid on 100% of Net Profits | Paid ONLY on W-2 Reasonable Salary |
| Shareholder Distributions | All subject to 15.3% FICA | 0% FICA Self-Employment Tax |
| Annual Overhead Costs | $0 extra (standard tax filing) | ~$1,500–$2,500/yr (Payroll software + CPA 1120-S) |
| Recommended Profit Threshold | Under $80,000/yr net income | Over $80,000–$100,000/yr net income |
Should Your LLC Elect S-Corp Tax Status?
By paying yourself a W-2 salary and taking the rest of your business profit as shareholder distributions, you avoid the 15.3% self-employment tax on distributions.
Standard LLC
S-Corp Tax Election
At $120,000 profit in California, your self-employment tax savings ($8,693) easily outweigh the additional payroll and accounting costs ($3,450).
How the IRS "Reasonable Salary" Rule Works
Many founders mistakenly believe they can pay themselves a $10,000 salary and take $190,000 in tax-free distributions. Under IRS guidance (Revenue Ruling 74-44), shareholder-employees must be paid fair market value compensation for the services they provide.
If the IRS audits your S-Corporation and determines your salary was artificially low, they can reclassify all distributions as wages, assess back FICA taxes, and levy stiff penalties.