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The Disadvantages of an S Corp Election

, , , , | February 22, 2024 | By


Choosing to elect S Corp status for your LLC can provide several advantages, including pass-through taxation. However, it's important to consider the potential drawbacks before making this decision for your business. By exploring these drawbacks, you can make an informed choice that aligns with your business goals and financial strategy.

One thing to consider when electing an S Corp status is the increased formality and administrative burden that accompanies it. This includes additional paperwork and record-keeping requirements, as well as the need to hold annual meetings and document minutes. While these formalities may take up some of your time and attention, it's important to keep in mind that they are necessary for maintaining compliance and ensuring the smooth operation of your company. Additionally, it's worth noting that certain restrictions on ownership and shareholders come with the S Corp status. These limitations include constraints on the number and type of shareholders, foreign ownership, and specific entities that can become shareholders. While these restrictions may limit some of the flexibility of your business, they are in place to protect the integrity and stability of the S Corp structure.

Another potential drawback to consider is the potential loss of liability protection, which is one of the main reasons why many business owners choose the LLC structure. When you elect S Corp status, there is a risk of piercing the corporate veil, which occurs when a court disregards the limited liability protection of the LLC and holds the owners personally responsible for the company's debts or legal obligations. Factors that can contribute to piercing the corporate veil include failure to maintain separate finances, commingling personal and business funds, and inadequate capitalization. It's worth noting that when you elect S Corp status, banks and lenders may require personal guarantees, thereby increasing your personal liability for business debts.


Potential Tax Implications

While there can be tax benefits to electing an S Corp status, it is important to carefully consider the potential tax disadvantages. Here are some important points to keep in mind:

Flexibility in Tax Planning

One drawback to consider is the potential limitation in tax planning flexibility. When you elect S Corp status for your LLC, you must align your tax year with that of the shareholders. This may restrict your ability to strategically plan for taxes, especially if your business operates on a different fiscal year or if you wish to take advantage of specific tax benefits available in different years. Additionally, the IRS imposes restrictions on accounting methods for S Corporations, which can further restrict your ability to optimize your tax situation.

Double Taxation for Certain Shareholders

Another drawback to consider is the potential for certain shareholders to experience double taxation. While S Corporations generally offer pass-through taxation, meaning that the business's income and losses are passed through to the shareholders' personal tax returns, there are exceptions to this rule. One such exception is the built-in gains tax, which can be a concern for S Corporations that have appreciated assets like real estate or stocks at the time of electing S Corp status. If these assets are sold within a certain period, they may be subject to additional taxes. Furthermore, passive income limitations can restrict the ability to offset passive losses against other income, and the treatment of fringe benefits provided to shareholders can also have tax implications.

Limitations on the Ability to Retain Earnings

Moreover, opting for S Corp status may place restrictions on your ability to retain earnings. As an S Corporation, you are required to distribute profits to shareholders proportionally based on their ownership percentage. This can pose challenges if you intend to reinvest profits into the business for future expansion or capital accumulation. These mandatory distributions may impede your ability to retain earnings for strategic purposes.

Inability to Accumulate Profits for Tax Planning

Furthermore, an S Corp status may hinder your ability to strategically plan for taxes by preventing the shifting of income among shareholders to take advantage of different tax brackets. This limitation can restrict your capacity to optimize your tax situation and potentially lead to higher overall taxes for specific shareholders.


It is essential to consider these tax-related disadvantages when determining whether to elect S Corp status for your LLC. While there are advantages, like pass-through taxation, it is crucial to carefully evaluate these potential drawbacks and seek advice from a tax professional to make an informed decision that aligns with your business goals and financial strategy. Choosing the most tax-efficient entity structure is one of the most important decisions a business owner will make.

Consulting with a tax professional can provide valuable guidance in making an informed decision that aligns with your business goals and financial strategy. If you're looking for help, set up a time to meet with the C&A team.