If you formed an s-corp, it's probably not because it's something you've been dreaming of doing since you were a child. No kid has ever thought, "Gee, I can't wait to be a grown-up so I can form a corporate entity all my own!" That would be disturbing. You probably formed an s-corp because your accountant, attorney, or colleague told you it was a good idea and that you'd save a bunch of money on taxes, like maybe even thousands of dollars. Which seems like a great trade-off, right? Your accountant or attorney files some paperwork, you come up with a funny corporation name, you open up a bank account, and then you get to save money on taxes.
Having an s-corp is a lot like having a car. Having a car has its advantages, you have flexibility and freedom when it comes to getting around, and you can haul crap from one place to another. But besides the actual cost of a car, there's also car maintenance - something I loathe. There are oil changes and wear and tear, and factory recalls, ah the joys of automobile ownership. With an s-corp, there are income tax advantages, the flexibility of using pre-tax business income for business expenses and personal liability protection because a corporation is a separate entity. But like a car, there are upfront costs and maintenance requirements. Yes, you have to "maintain your s-corp."
It's bureaucratic, but once you learn the requirements, you'll realize it's easy, albeit annoying. The good news is that there are various professionals and services to help you along the way.
When it comes to maintaining your s-corp, there are three different zones. There's the financial zone, the legal/administrative zone, and the tax zone.
In this article, I'll teach you all about these three different zones of s-corp maintenance required after you've formed your company. Let's dive in.
The Financial Zone
Open up business bank accounts and use them
After you've set up your s-corp, one of the first things you need to do is open up your business bank account(s). To do this, you'll need to have requested and received a nine-digit Tax ID number that gets given to you by the IRS. The Tax ID number is also known as an EIN or FEIN, which stands for Employer Identification Number or Federal Employer Identification Number.
How to choose a bank
When it comes to choosing a bank, there is no right or wrong bank to choose. It's a matter of what you value. If you value convenience when it comes to local branches and ATMs, you probably want to go with a big, traditional bank. If you want an online interface that is easy to use and communicates with other applications well, you might want to go with a newer, online-only bank. If you would rather sacrifice convenience not to support evil banks, go with a credit union.
What you need to open up an account
You'll need the state incorporation paperwork showing the state's acceptance of your filings.
You'll need your corporation's nine-digit Tax ID number that gets given to you by the IRS.
You'll need a form of identification.
You'll need to be ready to deposit funds into the account. The bank will set the minimum amount required, so check directly with the bank.
You might need corporate bylaws, operating agreements, shareholder certificates, stock certificates, and the confirmation paperwork from the IRS that approves your election to be taxed as an s-corp. I have opened up a lot of corporate accounts, and I was never required to bring these items, but other banks might.
Use the business bank accounts.
Whenever a client pays your business for work, your business will do or has done, even if it's just you doing the work, make sure the payment gets deposited into the business bank account. And when you have business expenses, which are things like office rent, website costs, or a bill from your accountant, make sure to pay for these expenses with business funds from your business account.
Keep the business finances separate from the business owners, directors, and officers.
Do not use your business account to pay for personal expenses. If you need to, you can transfer the funds to your personal account in the form of a draw. Yes, I realize it's silly kabuki, but a corporation is kind of kabuki if you think about it. It's just paperwork and then imagining that you formed a company and then everyone else collectively using their imaginations to agree that you made a company and then following all these rules to show that the company is a separate, legal entity.
When your personal finances and business finances are mixed and commingled, you're treating both as if they are not separate from one another. And that might feel confusing if you're a writer or an actor or a model who has an s-corp for your writing, acting, or modeling services because you think, "My business and I am the same." I get that. But your s-corp is its entity, and you are the owner who also might happen to be the employee.
Keeping the financials separate is a way to show that your entity is separate from you. This distinction is vital if your personal liability. Only having business transactions within the business accounts will also make the record-keeping and bookkeeping much more straightforward, less time consuming, and less costly.
Keep detailed financial records (bookkeeping)
Bookkeeping and accounting records need to be accurate so you, as the business owner, can use those records to make business and financial decisions. You might easily see that one service or product you offer generates the majority of the revenue with minimal cost, while other services or products lose money.
Accountants need bookkeeping records to file all the various tax filings your business might be required to file. They can't do their job correctly without accurate records. And bad data, which leads to bad reports, can cost you. For example, you might overpay with taxes. Or, in the event of an audit, inaccuracies that get discovered, may cost in taxes, penalties, and fees.
When it comes to bookkeeping, you can do it yourself, hire a bookkeeping firm or accounting firm, find a freelancer, or hire an in-house bookkeeper.
The Tax Zone
Income tax filings
Many people choose to elect their corporations (and LLCs) to be taxed as an s-corp because of it's federal income tax advantages considering their business and their personal accounting and tax situation. One tax advantage of an s-corp over a regular c-corp is that an s-corp doesn't pay federal corporate income taxes. A c-corp pays federal income tax at the corporate level, and the employees and owners also pay federal income taxes on the money received from the company. That's double taxation.
The profits an s-corp earns gets "passed-through" the business and down to the owner, and then the owner pays taxes at the personal level. There are no federal corporate income taxes that an s-corps needs to pay. Remember, we're just talking federal income tax here, not state or local or payroll.
An s-corp does, however, have a responsibility to file an annual Federal tax return via Form 1120S. This tax form is for informational purposes only and provides the IRS with an aggregate view of the business' earnings and expenses.
We recommend hiring an accountant who understands your business to file your 1120S on your behalf.
Quarterly payroll tax filings
If you have employees, you'll need to set them up as a W2 employee (it's filing paperwork internally and with the Federal and state governments) and pay them via payroll. Paying an employee through payroll most likely means you're getting set up with a payroll service, Gusto is our favorite so that they can handle all the payroll tax filings on your behalf.
In general, if you are the owner who also works in the business, you are also required to pay yourself via payroll. Payroll is the area where owners who are also employees can leverage the tax laws in their favor and find significant tax savings. You need to work closely with your accountant to determine the best way to set up your payroll. For a more nuanced explanation on payroll taxes, check out our small business tax breakdown.
Even if you don't have employees, or maybe you didn't pay yourself via payroll yet, the s-corp still needs to file a "zero report." If you haven't signed up with a payroll service provider yet, you can ask your accountant to file these for you.
State tax filings (usually, annually)
Every state has its own rules and regulations when it comes to s-corps and their required annual tax filings. Some filings have expensive fees associated with them, like California, where there is an $800 Franchise Tax fee due each year for LLCs and S corporations. Other states have less expensive annual fees. Your accountant will know the required yearly filings for your s-corp. Your accountant might do it for you, or they might give you instructions so you can complete it yourself. If the latter, you might want to put a reminder on your calendar, so you don't forget to file and pay the fees.
Local tax filings (usually, annually)
Just like with state tax filings, your local city and county government might require you to complete annual tax filings for your business. Each local government is different and unique with their own laws and regulations. Make sure to check with your accountant, even if you don't think you'll owe any. You might still be required to file a zero report.
The Legal & Administrative Zone
Annual Secretary of State Filings
Every state will have its own requirements for their annual filings that are due to the secretary of state. The annual filing is necessary. If you fail to meet this filing requirement, you'll probably have to pay late fees. But the real risk is the involuntary dissolution of your company. With the corporation status, you'll default into being a sole proprietor. Everything you've set up will be undone and all because you overlooked what might have been an almost effortless filing.
In the state of California, the annual secretary of state filing is called the Statement of Information, it's straightforward to file, you can do it online, and the fee is minimal at $25 for the year. You'll often be required to complete the annual filing pretty soon after you initially set up your company. To find out more about this requirement for your s-corp, check in with your secretary of state office, with your accountant or your attorney.
Annual meetings
Most states require corporations and LLCs to hold an annual board member or shareholder meeting and to keep a record of the minutes. Yes, even if you're a one-person business. Yes, I think this is an idiotic requirement for a one-person business. You can find templates for meeting minutes and keep it in a running Google doc or the like.
A separate, updated set of minutes is required any time you make a major decision within your company. These kinds of decisions could range from applying for a bank loan to taking legal action against another business. If you have a small business attorney, it doesn't hurt to ask for their advice on this, or if they have a template for meeting minutes, you can use.
Corporate documents
There are some other legal formalities required when setting up your corporation, shocking, I know. Some states require companies to create bylaws, and other states require these bylaws to be filed with the secretary of state. Corporate bylaws define your business' structure, roles, and specifies how your company will conduct its affairs. You can read some boilerplate bylaws or have them created on sites like Rocket Law and Legal Zoom. Check with an attorney and weigh all your options.
Publication Requirements
Do some research to find out if your state has any weird publication requirements. For example, New York requires all LLCs to formally publish an announcement of the new company formation in a newspaper. Then, there needs to be a Certificate of Publication filed within 120 days of formation or else lose said formation. Not every state has this requirement, but find out if yours does.
There might be some requirements that I'm missing because specific requirements might only apply to a handful of states or one county in Alaska. I don't have all the answers to all the questions, but I hope this article teaches you how to think about the financial, tax, legal, and administrative aspects of your business. And how often these elements all intersect with one another. Filings and registrations are due to different organizations and entities. As a business owner, it's your job to get familiar with these separate entities and the various obligations your business has.