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4 One thing to keep in mind that I don't see mentioned here - make sure you understand the tax consequences of revoking S-corp status. When you go from S to C, there are some potential tax traps like the built-in gains tax if you sell appreciated assets within 5 years after revocation. Also, if you had accumulated adjustment account (AAA) balances, you need to plan for how those will be treated after conversion.
11 Good point about the tax consequences, but isn't there a way to avoid some of these issues? I thought I read something about a post-termination transition period where you can still distribute AAA balances tax-free?
4 Yes, that's correct. After S corporation status ends, there is a post-termination transition period (generally 1 year after the last day of the last S corporation tax year) where shareholders can still receive distributions from the former S corporation's AAA tax-free to the extent of their stock basis. This can be really important for planning purposes. Some shareholders mistakenly believe all their distribution options end when S status is revoked, but this transition period provides a window to distribute accumulated S corporation earnings without dividend treatment under C corporation rules.
9 I wonder if your situation might be a candidate for a late-filed election to be a C corp from the beginning? If your S election was approved for 2023 but you realized immediately that you don't qualify, sometimes the IRS will let you treat the S election as if it never happened. Might be worth asking your accountant about Form 2553 with a "never effective" statement.
14 I dealt with something similar and we ended up going this route. The key was proving that we never operated as an S corp (no distributions, no K-1s issued, etc.) and that it was an honest mistake in the election. Saved us from having to do the split-year filings.
Something important that hasn't been mentioned yet - make sure you document everything about your business growth strategy. If you're keeping profits in the business for expansion, have a written business plan that outlines your capital needs, timeline for growth, and eventual transition strategy. This documentation becomes critical if you're ever questioned about why you took minimal/no salary. Courts have repeatedly sided with business owners who can demonstrate legitimate business purposes for retaining earnings versus those who just seem to be avoiding payroll taxes. Also, consider having your board of directors (even if it's just you wearing different hats) formally approve your compensation and capital retention strategy in corporate minutes. These formal governance steps make your intentions much clearer if scrutinized later.
This is really helpful advice. I hadn't thought about documenting the strategy formally. Is there a specific format you'd recommend for this kind of business plan? Also, does the board approval need to happen annually or just once when implementing the strategy?
There's no required format, but I'd recommend including projected capital needs, specific growth milestones, timeline for expansion, and how the retained earnings will be used. Make it clear this is a temporary strategy until the business can support you full-time. Board approvals should definitely happen annually. At minimum, you should have annual minutes documenting review of the compensation strategy and business progress. Each year, note how the retained capital is being used toward your stated goals and reaffirm the strategy. This creates a pattern of consistent business purpose rather than looking like an afterthought if questioned.
Has anyone actually been audited for NOT taking a salary from their S-corp? I've been running mine for 3 years and taking distributions but no salary (I know, I know) and haven't had any issues. Wondering if this is one of those things tax professionals warn about but rarely happens?
YES! My brother-in-law got absolutely hammered for this exact situation. Ran his consulting S-corp for 2 years taking zero salary and only distributions. Got audited, and the IRS reclassified ALL his distributions as salary, meaning he owed back payroll taxes plus penalties and interest. Cost him over $30k when all was said and done. They specifically target S-corps for this issue because it's such a common tax avoidance strategy.
Just to add another option to consider - have you looked into whether a cost sharing arrangement might be more appropriate instead of loans? Since you mentioned both entities are doing R&D and collaborating closely, this could align better with the actual business substance. A properly structured cost sharing agreement would allocate development costs between the entities based on expected benefits. This might make more sense than loans if the goal is joint development of IP rather than just funding operations.
That's an interesting approach I hadn't considered. Would that be simpler to manage than tracking all these loan amounts and interest calculations? What kind of documentation would we need for a cost sharing arrangement?
A cost sharing arrangement could be simpler operationally but requires careful upfront documentation. You'd need a formal agreement specifying how costs will be allocated (usually based on projected benefits like expected sales or profits in each territory), which costs qualify for sharing, and how developed IP will be owned. The documentation is actually quite extensive. You'll need economic analysis to support your allocation method, regular documentation of actual costs incurred, and annual true-ups if estimates differ from reality. The IRS scrutinizes these arrangements closely under Section 482, so you'd want to prepare a transfer pricing study to support your approach.
Has anyone here dealt with currency exchange issues when doing intercompany loans to foreign subs? We keep losing money on exchange rate fluctuations and I'm not sure how to handle that on our returns.
Something else to consider - since you're a SAHM with 2 kids, make sure your husband is claiming the right filing status and claiming the Child Tax Credit for both children. Also look into the Child and Dependent Care Credit if you have any qualifying expenses. These can significantly reduce what you owe. Also, if your husband is truly self-employed (getting 1099s, not W-2s), he should absolutely be making quarterly estimated tax payments going forward. This will prevent this problem next year. The IRS has a worksheet to figure out how much he should pay each quarter.
Thanks for bringing this up! We are claiming the Child Tax Credit for both kids, but I'm not sure if we've maxed it out. My husband does get 1099s and I know he needs to do the quarterly payments but honestly we never knew how to calculate them properly. Is there a simple formula to figure out roughly how much we should set aside from each check?
A simple rule of thumb is to set aside about 25-30% of his 1099 income for taxes. This covers both income tax and self-employment tax (which is roughly 15.3% alone). For proper quarterly payments, you can use the IRS Form 1040-ES worksheet, which helps calculate your required payments based on expected income. The due dates are April 15, June 15, September 15, and January 15 of the following year. Setting up a separate savings account just for taxes can be really helpful - deposit that percentage from each check immediately before you're tempted to spend it.
Has anyone mentioned that as a contractor, your husband could possibly open a SEP IRA or Solo 401k? Contributing to retirement can lower your taxable income significantly. It might be too late for last year, but definitely something to consider for this year to avoid a repeat situation!
This is great advice! I'm a contractor too and opened a SEP IRA last year. Was able to contribute almost 20% of my income and it dropped me into a lower tax bracket. Saved me thousands.
Nia Jackson
I had this exact issue with line 18 last year! In my case, it turned out that my income was just over the phase-out threshold, which started reducing my CTC. Check your AGI on your return - for 2023 taxes the phase-out starts at $200k for single/head of household and $400k for married filing jointly. Every $1,000 over that reduces your credit by $50 per child.
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NebulaNova
β’Do you know if this applies the same way for the Additional Child Tax Credit? And is line 18 showing the combined total of both credits or just the regular CTC? I'm looking at my form and can't figure it out.
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Nia Jackson
β’The phase-out applies to the total Child Tax Credit before it gets split between the regular CTC and Additional Child Tax Credit. So if your total CTC gets reduced due to income phase-out, both portions would be affected. Line 18 typically shows the total combined amount of Child Tax Credit you're receiving (including both the non-refundable portion and the refundable Additional Child Tax Credit portion). If you want to see the breakdown, you need to look at Schedule 8812 which shows the detailed calculations.
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Mateo Hernandez
Line 18 gave me headaches too! Does anyone know if you can go back and amend returns from previous years if you think you didn't get the right CTC amount? I think I might have had the same issue for the past 2 years.
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Aisha Khan
β’Yes, you can absolutely file an amended return for previous years if you didn't receive the correct Child Tax Credit. Generally, you have 3 years from the original filing deadline to submit an amendment. So for 2021 taxes (filed in 2022), you have until April 2025 to amend.
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