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  • Rebecca Tabert

Why Do I Have To File Form 2553?

Ever wondered what Form 2553 is and why your accountant might be advising you to file it? This form is a key component in transitioning your business structure.


Deciding to file Form 2553 is a strategic move for business owners aiming to convert their entity into an S-Corporation (S-corp). This shift is more than a procedural change; it's a significant decision that impacts both the financial and operational aspects of a business. S-corps are attractive for their tax benefits, operating as pass-through entities to avoid the double taxation faced by C-corporations. However, this advantage comes with increased administrative responsibilities. S-corps demand meticulous record-keeping, regular payroll processing, and strict adherence to corporate formalities like annual meetings and minute-keeping. These requirements add operational costs and complexities.


Additionally, S-corps impose restrictions on shareholder eligibility and profit distribution, contrasting the flexibility of other structures like LLCs. Therefore, transitioning to an S-corp requires a careful evaluation of how these changes will align with your business goals and affect day-to-day operations.


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Who should become an S-corp?

The decision to transition to an S-corporation is nuanced and varies greatly depending on individual business circumstances. It is always wise to consult with a tax professional for personalized advice. However, certain scenarios tend to benefit more from adopting S-corp status:

  • Consistently Profitable Sole Proprietorships or Single-member LLCs: Businesses that consistently report profits year after year may find the S-corp's tax structure advantageous.

  • Businesses Eyeing Future Sale: Sole proprietorships or LLCs contemplating the future sale of their business can benefit from the S-corp’s easier transferability of ownership and potential tax advantages in a sale scenario.

  • Firms Seeking Employee Benefits and Business Deductions: Businesses looking to offer employee benefits, such as retirement plans or health insurance, may find the S-corp structure more favorable due to its potential tax efficiencies.


Remember, these are just a few examples, and there are numerous other situations where converting to an S-corp could be beneficial. It's important to evaluate your specific business needs and goals when considering this change.


Other than Form 2553, what else should be done to convert?

Besides filing Form 2553, the conversion involves several steps:

  • Ensure Eligibility: The business must be a domestic corporation or entity eligible to elect S-corp status.

  • Adopting Corporate Structure: If not already incorporated, the entity must incorporate by filing Articles of Incorporation with the state.

  • Obtaining an EIN: Secure an Employer Identification Number from the IRS.

  • Adjusting Ownership Structure: S-corps are limited to 100 shareholders, who must be U.S. citizens or residents.

  • Bylaw Review: Ensure corporate bylaws are compatible with S-corp requirements.

  • Shareholder Consent: Obtain unanimous consent from all shareholders for the S-corp election.


What are the pros and cons of an S-corp

Pros:

  • Tax Deductions: Offers more opportunities for tax deductions.

  • Asset Protection: Provides enhanced protection against liabilities.

  • Ease of Ownership Transfer: Simplifies the process of selling or transferring business ownership.

Cons:

  • Administrative Demands: Running an S-corp involves extensive administrative tasks including many of the following items.

  • Payroll Requirements: Profitable S-corps must implement payroll, ensuring 'fair' compensation for active owners.

  • Mandatory Filings: Includes Form 940 (annual return), Form 941 (quarterly returns), and W-2 issuance.

  • Regular Payroll Processing: Generally required at least monthly.

  • Worker's Compensation Audits: Necessary for non-owner employees.

  • Annual Meeting Minutes: Must comply with industry standards.

  • Separate Tax Returns: Both federal and state filings are required, incurring additional costs compared to Schedule C/E on a personal 1040 return.

  • Ownership Restrictions: Owners must be U.S. citizens or residents; non-compliance revokes S-corp status.

  • Shareholder Limitations: S-corps are capped on the number of shareholders and have strict profit/loss distribution rules.

When do you file the form 2553? When do you officially become an S-corp (file Form 1120s)?

The timing for filing Form 2553 is critical and must adhere to specific IRS guidelines to ensure the successful transition to S-corporation status. Here are the key points regarding the timing:

  • Filing Deadline for Form 2553: Ideally, Form 2553 should be filed within two months and fifteen days after the beginning of the tax year in which the S-corp election is to take effect. For a new corporation, this means filing the form within two months and fifteen days of the date of incorporation. If you're converting an existing business, it should be filed in the same timeframe from the start of the fiscal year in which you want the S-corp status to apply.

  • Late Filing Considerations: The IRS may accept late S-corp elections in some circumstances, especially if the delay can be justified and all other S-corp requirements are met.

  • Official S-corp Status Commencement: Once the IRS approves Form 2553, your business officially becomes an S-corp from the date mentioned in the form or the start of the tax year, depending on the situation. This status remains effective for future tax years unless it is voluntarily revoked or terminated.

  • Filing Form 1120S: After the S -corp election is approved, the corporation must file its taxes using Form 1120S, the tax return specifically for S-corporations. The first 1120S should be filed for the first tax year in which the S-corp election applies.


Understanding these timelines is crucial for a seamless transition to S-corp status and ensuring compliance with IRS regulations. As with all tax-related matters, consulting with a tax professional can provide personalized guidance and help navigate any complexities.


Most common myths about Form 2553

Myth: Filing Form 2553 is only for tax savings.

Reality: While S-corps do offer tax benefits, such as avoiding double taxation, the decision to file Form 2553 isn't solely tax-driven. S-corps also provide legal benefits like limited liability protection and ease of ownership transfer, which are equally important considerations.


Myth: Any business can elect S-corp status by filing Form 2553.

Reality: Not all businesses qualify for S-corp status. The IRS has stringent eligibility criteria, including limits on the number and type of shareholders, and all shareholders must be U.S. citizens or residents. Additionally, the business must be a domestic corporation or LLC.


Myth: Filing Form 2553 is complicated and often rejected by the IRS.

Reality: While the form requires attention to detail, it's not inherently complicated. Most rejections stem from avoidable errors, such as missing deadlines or incomplete information. Proper preparation and understanding of the requirements generally lead to successful filings.


Myth: Once you file Form 2553, you can't revert to your previous business status.

Reality: While electing S-corp status is a significant decision, it's not irreversible. Businesses can revert to their previous status, but this change involves specific procedures and may have tax implications. Therefore, it's crucial to make this decision carefully.


Myth: S-corps are always the best choice for small businesses.

Reality: While S-corp status can offer advantages, it's not universally the best choice for all small businesses. Factors like the nature of the business, income levels, and administrative capacity should be considered. For some businesses, other structures like LLCs or sole proprietorships might be more beneficial.



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Final Thoughts

As we've seen, transitioning to an S-corp through Form 2553 can offer numerous benefits but also brings its share of complexities. It's crucial to understand these nuances and consult with a tax professional to ensure that this decision aligns with your business goals and needs.


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