Tuesday, February 26, 2013

Taxation: The S-Corp vs. C-Corp Decision


Changes in the tax law drives dozens of decisions- including decisions by business owners. I’m often asked about the pros and cons of organizing a business as an S-Corporation vs. a C-Corporation. The Wall Street Journal had a great article on the topic: “New Tax Riddle: Pick S or C?”. I’ve included a link to the article below.

Why the issue has come up now:
Individual income tax rates are increasing. The highest personal income tax bracket in 2013 is 39.6%, vs. 35% in 2012. As the article points out, “95% of all business entities declare business profits on their owners’ personal tax returns, according to Congress’ Joint Committee on Taxation”. Higher personal tax rates may mean higher taxes on business profits- if you pay tax via your personal return.

The current top tax rate for corporations is 35%. To spur economic growth, Congress may lower that rate to 28%. By organizing as a C-Corp (explained below), an owner may pay a lower tax rate. That’s because the top corporate tax rate (35%) is lower than the top personal tax rate (39.6%). All this, of course, is subject to change.

S-Corporation vs. C-Corporation:
With an S-Corporation, the profits “flow through” to the owners. Think of the S-Corp as a bucket with a hole in the bottom. All of the profits and losses go into the bucket- but run out the bottom. The profits and losses are taxed to each owner’s personal tax return- at the personal income tax rates.

A C-Corporation has two levels of taxation. In this case, the bucket (of profits and losses) does not have a hole in the bottom. The C-Corp files a tax return and pays corporate taxes- and corporate tax rates. If the C-Corp then pays a share of earnings to owners, those dividends are taxed at the owner’s personal tax rate.

An example:
Assume a company has $1,000 in profits. Bob, the sole owner, has organized his company as an S-Corp. His 2013 personal income tax rate (federally) is 39.6%. Since the S-Corp profits flow through to his personal return, Bob pays $396 through his personal tax return.

If the company is a C-Corp, Bob’s company files a corporate tax return and pays a 35% corporate tax rate. In this example, Bob would pay $350. Considering just the corporate profits, Bob lowers the tax rate by $46 ($396 vs. $350).

Although the tax paid is lower, keep in mind that Bob has not paid out any company profits to himself. Say the company pays Bob $50 in dividends. Those dividends will be taxed at the top personal tax rate of 39.6%. Bob would incur another $19.80 in tax on his personal return. The total tax on earnings using the C-Corp is ($350 corporate return + $19.80 personal return = $369.80). If the dividend distribution is only $50, the C-Corp method provides a lower total taxable amount ($369.80 vs. $396).

The C-Corp concept may create a lower total tax bill if the owner is able to leave profits in the company- and not take them as a dividend. If the dividend was $150, Bob would incur a $59.40 tax on the dividend. The total taxation would be ($350 corporate return + $59.40 personal return = $409.40). The $150 dividend would result in a higher total tax amount, using a C-Corp.

In spite of the C-Corp’s double taxation, choosing a C-Corp has other benefits. You may be able to issue different classes of stock. Maybe one stock class has voting rights, and the other doesn’t. A C-Corp may also allow you to issue an unlimited number of shares. You may have more flexibility to raise capital with a C-Corp.


Wall Street Journal Article Link: 
http://online.wsj.com/article/SB10001424127887323764804578314583989674920.html?KEYWORDS=New+Tax+Riddle%3A+Pick+S+or+C

Your comments are welcome! Visit my website for online classes on the toughest accounting topics.

Thanks!
Ken Boyd
St. Louis Test Preparation
(cell) (314) 913-6529
(website) www.stltest.net
(you tube channel) kenboydstl
(blog) http://accountingaccidentally.blogspot.com/
(twitter) @StLouisTestPrep                         
Author/ Cost Accounting for Dummies (John Wiley and Sons) March 2013

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