Key Takeaways

  • Reasonable compensation is mandatory for S Corp shareholder-employees, and the IRS closely monitors compliance to prevent payroll tax avoidance.
  • Factors influencing S Corp compensation include duties performed, hours worked, experience, comparable industry salaries, and business profitability.
  • Common IRS disputes involve owners paying themselves only dividends, leading to reclassification as wages and tax penalties.
  • Different business structures have varied tax implications; S Corps can reduce self-employment tax liability, but only if reasonable salary rules are followed.
  • The 50/50 rule and other benchmarks can help determine a balanced split between salary and distributions.
  • Taking no salary is a high-risk approach that has resulted in unfavorable court rulings and substantial tax liabilities.
  • Using compensation studies and industry reports can provide strong support in case of IRS audits.

S Corp reasonable compensation can be tricky, as there are several factors that you’ll want to keep in mind when determining what constitutes a reasonable compensation.

If you are a shareholder-employee in an S Corp, you’ll want to receive dividends as opposed to compensation payments since dividends aren’t taxed. Compensation, however, is taxed at the personal tax rate.

But before you think that you can avoid paying taxes by paying yourself through dividends, keep in mind that the Internal Revenue Service (IRS) requires that all shareholder-employees receive a reasonable compensation for their work as an employee.

IRS vs. S Corp Legal Disputes

There are several disputes between IRS and S Corps that arise due to the fact that the IRS might believe that a shareholder-employee isn’t being paid a reasonable compensation. In order to avoid legal disputes arising, you and your tax adviser should work together to determine what a reasonable compensation would be for you.

Overall, you know that you cannot simply receive money only via dividends, so it is important to take several factors into account when identifying the compensation amount being paid to you.

You can take a look at the IRS guidelines, which include different factors including but not limited to the following:

  • Professional and educational background
  • Responsibilities of the employee
  • Time devoted to doing the work
  • What non-shareholder employees doing the same type of work make for the company
  • What other people make doing the same type of work

How the IRS Evaluates Reasonable S Corp Compensation

When the IRS reviews S Corp compensation, it uses a facts-and-circumstances approach rather than a fixed formula. Key factors include:

  • Nature of duties – Whether the shareholder is performing executive, technical, or support-level work.
  • Time commitment – The total hours worked annually, including management and operational tasks.
  • Training and experience – Advanced skills, licenses, or unique expertise can justify higher pay.
  • Comparable pay data – Industry-specific salary surveys and geographic cost-of-living adjustments are considered.
  • Company size and profitability – The more profitable the S Corp, the harder it is to justify a minimal salary.
  • Non-shareholder wages – What the company pays similar employees who are not owners.

Maintaining contemporaneous documentation, such as signed board minutes approving compensation and third-party wage reports, can help defend against IRS challenges.

Reasonable Compensation for Different Business Structures

A key advantage of an S Corp over a C Corp is that a shareholder-employee’s shares in the corporation’s net income isn’t considered self-employment profits and therefore, isn’t subject to self-employment tax.

However, a general partner, LLC member, or sole proprietor is required to pay self-employment tax on any and all income received, even if it is in the form of a dividend.

But if the S Corp shareholder also provides services, then he or she is considered a shareholder-employee and must be paid reasonable compensation for his or her work, which will be taxed.

Strategies for Setting S Corp Compensation

Many tax advisors recommend a balanced approach that avoids extremes. Common strategies include:

  1. 50/50 Rule – Allocate roughly half of business profits to salary and the rest to distributions. While not an IRS rule, it is a widely used guideline.
  2. Comparable Wage Method – Use salary data from the Bureau of Labor Statistics, Glassdoor, or industry associations to benchmark pay.
  3. Gross Revenue Percentage – For service-based businesses, compensation often ranges from 30–60% of gross revenue, adjusted for industry norms.
  4. Cost-of-Living Adjustments – Adjust salaries annually for inflation or changes in market demand.
  5. Seasonal Adjustments – In cyclical industries, owners may pay themselves higher salaries in peak months and reduce in off-seasons, while still meeting annual reasonableness tests.

Adopting one or more of these methods provides a defensible framework if audited.

Taking No Salary

In a prior court case, an individual created a law firm in which he was the sole shareholder and owner of the firm. He operated as an S Corp, and while he did all of the work for the firm, he paid himself no compensation. He instead withdrew money in dividends. The district court in this case determined that, for any one shareholder-employee – particularly a sole shareholder – conducting substantial services, receiving only dividends isn’t accurate.

The Ninth Circuit Court of Appeals decided that an individual who owned and operated an S Corp with his spouse was required to pay himself reasonable compensation since he acted as the president, director, and treasurer of the business. The individual owner argued that he “donated” his services to his company instead of receiving compensation; and instead, he received distributions for the work he did.

If the court determines that the individual should be paying him or herself a reasonable compensation as opposed to only dividends, then the individual will need to re-characterize their compensation as such and pay taxes on that reasonable salary paid.

In 2005, the Treasury Inspector General for Tax Administration (TIGTA) published a report that examined the several tax advantages of operating a S Corp over sole proprietorships. Particularly, the report analyzed S Corp tax returns that were filed in 2000, and identified the following statistics:

  • Roughly 80 percent of all S Corps were owned by shareholders who had greater than 50 percent ownership in the S Corp, which meant that the shareholder-employee had complete control over his or her compensation.
  • Owners of single-shareholder S Corps paid themselves salaries that were equivalent to 41.5 percent of the S Corp’s overall profits.
  • There were 36,000 instances in which sole S Corp owners that had over $100,000 of income paid themselves no salaries. Instead, these entities failed to pay taxes on approximately $13.2 billion as those funds were passed through via dividends.
  • Payroll taxes by single-shareholder S Corps was $5.7 billion less than the self-employment tax that would have been paid if the taxpayers operated a sole proprietorship.

Risks of Underpaying Yourself in an S Corp

Consistently underpaying yourself or taking no salary at all can lead to:

  • Payroll tax reassessments – The IRS can reclassify distributions as wages and impose back taxes, penalties, and interest.
  • Loss of S Corp status – Egregious noncompliance could trigger termination of the S Corp election.
  • Audit red flags – S Corps reporting large distributions with no or minimal wages often face increased audit scrutiny.
  • Reduced retirement contributions – Since 401(k) and other plan contributions are based on W-2 wages, low salaries can limit retirement savings potential.
  • Weaker disability or unemployment benefits – Benefits are often tied to reported wage amounts, not distributions.

Proactively adjusting your salary when profits grow can reduce these risks and keep your S Corp in compliance.

Frequently Asked Questions

  1. How does the IRS define reasonable S Corp compensation?
    The IRS considers factors like duties, hours worked, experience, comparable wages, and company profitability rather than using a set formula.
  2. What is the 50/50 rule for S Corps?
    It’s a guideline suggesting about half of profits be paid as salary and half as distributions, though it’s not an official IRS rule.
  3. Can I take only distributions and no salary in an S Corp?
    No. The IRS requires shareholder-employees performing substantial work to take a reasonable salary before distributions.
  4. How can I justify my S Corp salary?
    Use industry wage data, document your role and hours, and keep board-approved salary records for IRS defense.
  5. What happens if the IRS reclassifies my distributions as wages?
    You may owe back payroll taxes, penalties, and interest, and could face increased audit risk in future years.

If you need help identifying what is s corp compensation, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.