Yes, an S corporation can lose money every year. As a pass-through entity, net operating losses are passed directly to shareholders, who may use them to offset other income on personal tax returns, provided they have sufficient basis. However, persistent, long-term losses risk IRS scrutiny regarding the business's "profit motive" and may be restricted by "at-risk" rules or passive loss limitations.
A taxpayer cannot take S corporation losses and deductions on their return to the extent they exceed the sum of their stock and debt basis in the corporation. Losses and deductions in excess of this aggregate amount are suspended and carried forward indefinitely until the basis limitations allow them to deduct them.
Even if an S Corp has no income, it must file IRS Form 1120S annually to maintain compliance. Filing establishes a tax record, prevents IRS assumptions about tax liability, and avoids penalties. Business expenses can still be deducted, potentially resulting in a loss that carries forward.
The "2% rule" for S Corporations treats shareholders owning more than 2% of the company's stock (or voting power) differently for fringe benefits, classifying them like partners in a partnership, not regular employees; this means benefits like health insurance premiums paid by the S Corp must be included as taxable wages on their W-2, rather than being tax-free, though the shareholder can often deduct these premiums as an "above-the-line" deduction. This rule prevents them from participating in tax-advantaged Section 125 cafeteria plans, making benefits like Health FSAs unavailable on a pre-tax basis.
Because of the one-class-of-stock restriction, an S corporation cannot allocate losses or income to specific shareholders. Allocation of income and loss is governed by stock ownership, unlike partnerships or LLCs taxed as partnerships, where the allocation can be set in the partnership agreement or operating agreement.
S-Corp reasonable salary is the market-rate compensation you must pay yourself before taking distributions, typically ranging from $40,000-$150,000+, depending on your role, industry, and location. The IRS requires this to prevent payroll tax avoidance, with penalties reaching 20% plus interest for non-compliance.
You choose an S corp over an LLC primarily for significant self-employment tax savings on profits, as S corp owners can pay a reasonable salary (subject to payroll taxes) and take remaining profits as distributions (not subject to self-employment tax). While an LLC offers flexibility, an S corp provides more structure, making it potentially better for larger profits or attracting investors, but it demands stricter formalities and compliance.
An S Corp protects your personal assets from business liabilities, but not business interests from personal liabilities. If you are sued personally, your shares in the S Corporation may be exposed.
A business can go without showing a net profit for years—some even operate at a loss for five or more years—as long as they have the capital to cover their burn rate. That capital might come from prior profits, outside investment, lines of credit, or founder funding.
Transfer Money From the S Corp to Your Personal Account
Unfortunately, Uncle Sam won't let you take all of the money out of your S Corp as distributions, because the government wants your tax money. For this reason, the IRS requires that you pay yourself a “reasonable” salary for your contributions to the company.
The $3,000 capital loss rule lets you deduct up to $3,000 (or $1,500 if married filing separately) of net capital losses against your ordinary income, like wages, after offsetting any capital gains. If your total loss exceeds this limit, you can carry the unused portion forward to future tax years indefinitely, reducing future gains or ordinary income, according to the IRS instructions for Schedule D (Form 1040) and IRS Topic No. 409.
Common S Corp Deductions
To avoid the 22% tax bracket (or any higher bracket), focus on reducing your taxable income through strategies like maxing out 401(k)s and HSAs, deferring bonuses, tax-loss harvesting, smart charitable giving, and strategic asset location, understanding that higher rates only apply to income within that bracket, not your entire income.
Some key features of S corporations are: They do not pay federal income taxes. They're limited by the types of owners (shareholders) and cannot exceed 100 shareholders. A separate bank account and separate records are required with this form of business.
The IRS uses a combination of automated and human processes to select which tax returns to audit. Not reporting all of your income is an easy-to-avoid red flag that can lead to an audit. Taking excessive business tax deductions and mixing business and personal expenses can lead to an audit.