Forming an S Corporation - John R. Dundon II, Enrolled Agent
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Forming an S Corporation

Forming an S Corporation

S corporations are corporations that elect to pass corporate income, losses, deductions and credit through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income.

To qualify for S corporation status, the corporation must meet the following requirements:

  • Be a domestic corporation

  • Have only allowable shareholders including individuals, certain trust, and estates and may not include partnerships, corporations or non-resident alien shareholders

  • Have no more than 100 shareholders

  • Have one class of stock

  • Not be an ineligible corporation i.e. certain financial institutions, insurance companies, and domestic international sales corporations.

In order to become an S corporation, the corporation must submit Form 2553 Election by a Small Business Corporation (PDF) signed by all the shareholders.

Filing Requirements:
If you are an S corporation then you may be liable for…

Income Tax
1120S (PDF) (Instructions for Form 1120S (PDF))1120S Sch. K-1 (PDF) ( Instructions for Form 1120S Sch. K-1 (PDF))

Estimated tax
1120-W (PDF) (corporation only) and 8109

Employment taxes:
Social security and Medicare taxes and income tax withholding
Federal unemployment (FUTA) tax

Depositing employment taxes
941 (PDF) ( 943 (PDF) for farm employees)
940 (PDF)8109

Excise Taxes
Refer to the Excise Tax web page

S Corporation Shareholders

Income Tax
1040 and Schedule E (PDF)

Estimated tax
1040-ES (PDF)