LLC or S corporation

Greymill AcademyEntity, sales tax and licensingUS3 min read

The short answer

They are not alternatives. One is a legal structure, the other is a tax election.

The takeaway. An LLC can elect S corp taxation. Above a certain profit that election saves real self-employment tax, and below it the payroll cost eats the saving.

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  • LLC is a state law entity giving liability protection, taxed by default as a sole proprietorship or partnership
  • S corporation is a tax election on Form 2553, available to an LLC or a corporation
  • The saving comes from splitting income into reasonable salary and distributions, since only the salary carries payroll tax
  • Reasonable is not a number you choose freely, and paying yourself too little is an audit trigger
  • The election adds payroll administration and a separate Form 1120-S return, which costs money every year
Example conversation with Tax & Bookkeeping
You
Single-member LLC, about $95k profit. Should I elect S corp?
Tax & Bookkeeping
At $95k, yes, and here is the shape of it.

Today you pay self-employment tax on the whole $95k.

As an S corp you split it into a reasonable salary and distributions. Only the salary carries payroll tax, so the saving is real and material at your level.

Reasonable is not your choice. Paying yourself far too little is a well-known audit trigger. For your trade and revenue, the market rate is the anchor.

Costs: payroll service, a separate Form 1120-S return, state costs and more bookkeeping, and together they have to stay under the saving.

Net, worth doing at $95k. Lower down, the costs eat the saving, so model it at your numbers. Want me to run your actual numbers?

It gave the answer, the risk, and the costs the saving has to beat.

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Federal payroll tax on $100,000 of net profit (indicative, As of Oct 2026)
Self-employment tax as a sole proprietor: $100,000 x 92.35% x 15.3%$14,129.55
Less payroll tax as an S corporation on a $60,000 salary: $60,000 x 15.3%-$9,180
Saving before the costs of the election$4,949.55

That saving is what the costs must stay under: payroll service, the extra return, state costs, and a smaller QBI deduction and retirement room. The salary also has to be one a court would accept, so model it with your real numbers.

The rule

Reasonable compensation

Salary must be reasonable for the services you perform. In Watson, a CPA's corporation paid him $24,000 a year in salary and distributed over $175,000 a year, and the court upheld treating $91,044 a year as reasonable compensation. As of Oct 2026.

David E. Watson, P.C. v. United States, 668 F.3d 1008 (8th Cir. 2012)

The rule

Making the election

File Form 2553 within 2 months and 15 days of the start of the tax year, so by March 15 for a calendar year; relief for a late election exists under Rev. Proc. 2013-30. California taxes an S corporation at 1.5% of its net income, with an $800 minimum, and New York City does not recognize the election at all. As of Oct 2026.

IRC sec. 1362(b); Rev. Proc. 2013-30; Cal. Rev. & Tax. Code secs. 23802 and 23153

The rule

What an LLC does not protect

An LLC can separate business obligations from your personal assets, but it does not protect you from your own torts or professional negligence, and the protection can be lost through personal guarantees or veil piercing. A single-member LLC is taxed as a sole proprietorship unless it elects otherwise.

Treas. Reg. 301.7701-3; state LLC law

AvoidElecting S corp because someone online said it saves tax.
Do this insteadAsking MARCUS to model it at your actual profit, including payroll service, the extra return, your state's cost and the effect on your QBI deduction.

Below the crossover the compliance cost is larger than the saving. Above it, not electing is leaving money behind.

Paste this to MARCUS

I run a [type of business] in [state] as a [sole proprietor, single-member LLC], with roughly [profit] a year. Model whether an S corp election makes sense at my numbers, including the cost of the extra compliance.

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