A Guide To STARTING A BUSINESS IN MINNESOTA 44th Ed 2026

Key points: • You pay tax on your share of S corp income whether or not it's distributed to you.​ • Income is taxed at your individual tax rate , not the corporate rate.​ • Avoids double taxation because the corporation itself isn't taxed.​ • The character of income (capital gains, ordinary income, etc.) passes through to you, which can provide tax benefits.​

Limits on S Corporations Eligibility requirements:​

• Must be a domestic corporation • No more than 100 shareholders • Only one class of stock • Shareholders must be individuals, certain trusts, or estates (not corporations or partnerships) • Shareholders must be U.S. citizens or residents (no nonresident aliens) Allocation rules : Unlike partnerships, S corporation income and deductions must be allocated in proportion to each shareholder's ownership percentage . You cannot create special allocations like you can with a partnership.​ Loss limitations: Shareholders can only deduct losses up to their basis in the S corporation stock plus any loans they've made to the corporation. Basis rules can be complex—consult a tax professional if you expect losses.​ To Elect S Corporation Status File Form 2553,Election by a Small Business Corporation with the IRS, signed by all shareholders. The election must generally be made by March 15 of the year you want it to take effect.​ Limited Liability Company (LLC) An LLC is a legal business structure under state law, but it's not a tax classification recognized by the IRS.​ How LLCs Are Taxed

LLCs have flexibility in how they are taxed. Default taxation (if no tax election is made):

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