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Co-owner of C Corp with questions about taking draw vs. dividend distribution

I've been drowning in articles for the last couple days but still can't find a clear answer on this, so I hope someone here can help me out. I'm one of the co-owners of a C Corporation. We recently secured some investor funding and are planning to distribute some of that capital to ourselves as owners to cover living expenses while we get the business off the ground. What I'm confused about is the tax implications here. Some people are telling me that as C Corp owners, the IRS requires us to take a reasonable salary through payroll in addition to any owner draws. Others are saying we can just distribute everything as dividends. We don't currently have a payroll system set up, so I'm assuming that means we'd be taking dividend payments, which the corporation can't deduct as an expense (unlike salary that goes through payroll). Is my understanding correct? Bottom line, I'm looking to take about $45k as an owner's draw. Should I be treating this as personal income and planning to set aside money for federal, FICA, and state taxes? And since I'm an owner in a C Corp, I wouldn't have to pay self-employment tax on this, right? Thanks in advance for any insights you can provide! UPDATE: Thanks for all the helpful comments. I think I get it now. Since we'd be distributing investment capital, it looks like we can't technically take a draw or qualified dividend. Our CEO talked to his CPA who suggested issuing 1099s, but I pushed back on that approach. Instead, I'm advocating we set up proper payroll before taking any distributions so we can avoid the additional self-employment tax burden.

Be careful with the terminology here. In a C Corp, technically you don't take "draws" like you would in an LLC or partnership. You take either salary (through payroll) or dividends (distributions of profit). The IRS is very particular about C Corp owners taking reasonable compensation through payroll before taking dividends. This is because they want to collect those FICA taxes. If you try to bypass this by taking only dividends, they can reclassify those payments and hit you with penalties. Also, distributing invested capital back to shareholders is a whole different issue - that's actually a return of capital and has different tax implications than either salary or dividends. You should definitely talk to a CPA about this specific situation.

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Taylor Chen

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Thanks for pointing this out. I think I've been using the wrong terminology which probably contributed to my confusion. So if we're using investment money to pay ourselves, that's not technically a "draw" or even a dividend, right?

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That's exactly right. In a C Corp, there's no such thing as an "owner's draw" like there would be in an LLC or partnership. When you take money out of a C Corp, it has to be classified as either salary, dividends, a loan to shareholder, or return of capital. If you're using investment money to pay yourselves, the proper way to do this is typically through salary via payroll. This is especially true if you're actively working in the business. The corporation can deduct this as a business expense, and you'll pay income and payroll taxes on it. Taking investment money and distributing it directly as dividends or return of capital could potentially create issues with both the IRS and your investors, as that money was invested for business operations, not personal distributions. This is why setting up proper payroll is really the safest approach.

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Jean Claude

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This is a great discussion and really highlights the complexity of C Corp compensation rules. I'm glad you updated your post to mention setting up proper payroll - that's absolutely the right approach. One additional point I'd add is that the IRS has specific guidelines for what constitutes "reasonable compensation" that go beyond just market rates. They look at factors like the company's financial condition, your role and responsibilities, time devoted to the business, and the company's dividend history. For pre-revenue startups, this often means you can justify below-market salaries, but you still need to document your reasoning. Also, regarding the investment capital distribution issue - it's worth noting that many investment agreements actually include provisions about founder compensation. Some investors expect founders to take reasonable salaries as part of the investment structure, while others prefer founders to have more "skin in the game" with lower compensation. Always check your investment docs before making these decisions. The key takeaway is that the IRS wants to see active shareholders receiving W-2 wages before taking any distributions. Even if it means higher payroll costs in the short term, it protects you from much bigger problems down the road.

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Liam Murphy

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This is really helpful information, especially about the IRS guidelines for reasonable compensation. I'm curious about the documentation aspect you mentioned - what kind of records should we be keeping to justify our salary decisions? Is it enough to just document comparable salaries in our industry, or do we need more formal documentation like board resolutions or compensation studies? Also, for a pre-revenue startup, how do we balance the need for reasonable compensation with conserving cash flow? Any specific percentage of funding or revenue benchmarks that are commonly used?

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Romeo Quest

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I feel your pain on this fiscal year deadline confusion! I went through the exact same thing with my small manufacturing business a couple years ago. The September 15th deadline for June 30 fiscal year corporations is one of those weird exceptions that catches so many people off guard. Since you're already past the September 15, 2024 deadline for your first year, here's what I'd recommend based on my experience: 1. File immediately - don't wait another day. The failure-to-file penalty is 5% of unpaid tax per month and stops growing once you file, even if you still owe money. 2. Include a reasonable cause letter with your return explaining the confusion about fiscal year deadlines. I did this and the IRS accepted it as reasonable cause for a first-time filer. 3. Look into First-Time Penalty Abatement if you have a clean compliance history. You can request this after filing by calling the IRS or including a letter with your return. 4. For next year, set up proper reminders for your September 15 deadline, and consider filing Form 7004 for an automatic extension to March 15 if you need more time. The good news is that this type of deadline confusion is actually pretty common for new corporations with fiscal years, and the IRS recognizes it as reasonable cause. Don't let the stress paralyze you - just get that return filed ASAP and deal with any penalties after the fact. You've got options to reduce or eliminate them.

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Paolo Romano

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This is such solid advice! I'm dealing with a similar situation right now and the reasonable cause letter approach gives me hope. Quick question - when you included the reasonable cause letter with your return, did you attach it as a separate document or incorporate the explanation directly into the return itself? Also, did you end up owing any penalties after the IRS reviewed your case, or did they waive everything based on the reasonable cause? I'm trying to set realistic expectations for what might happen when I finally get my late 1120 filed. The stress of this whole situation has been keeping me up at night, so it's really reassuring to hear from someone who went through the same thing and came out okay on the other side!

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Adriana Cohn

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I can totally relate to this fiscal year confusion! As someone who's helped many small business owners navigate these deadlines, the June 30 fiscal year exception trips up almost everyone initially. Since you missed the September 15, 2024 deadline, here's my recommended action plan: **Immediate Steps:** 1. File your Form 1120 THIS WEEK - seriously, don't wait another day 2. Include a reasonable cause statement explaining the fiscal year deadline confusion 3. Pay any taxes owed to minimize failure-to-pay penalties **Penalty Relief Options:** - First-Time Penalty Abatement (if you have clean compliance history) - Reasonable cause relief for the deadline confusion - The IRS is generally understanding about fiscal year filing confusion for new corporations **Going Forward:** - Mark September 15 in your calendar for future years - Consider filing Form 7004 next year for automatic extension to March 15 - Set up quarterly estimated payment reminders (Oct 15, Dec 15, Mar 15, Jun 15) The failure-to-file penalty (5% per month) is way steeper than failure-to-pay (0.5% per month), so getting that return filed immediately should be your top priority. Once filed, you can work on penalty abatement. Don't beat yourself up over this - the fiscal year deadline rules are genuinely confusing, and you're definitely not the first business owner to get caught by this!

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Emma Davis

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This is such helpful and practical advice! I really appreciate you laying out the immediate action steps so clearly. The fact that the failure-to-file penalty is 10x steeper than failure-to-pay (5% vs 0.5% per month) really puts things in perspective - I need to stop overthinking and just get this filed. Your point about the IRS being understanding about fiscal year confusion for new corporations is really reassuring. I've been spiraling thinking I'm going to face massive penalties, but it sounds like there are legitimate paths to penalty relief if I act quickly and explain the situation properly. Quick question about the reasonable cause statement - should I keep it brief and factual, or provide more detail about how I researched the deadlines and got confused by all the April 15th information online? I want to strike the right tone without sounding like I'm making excuses. Thanks again for taking the time to share such detailed guidance - this is exactly what I needed to hear to finally stop procrastinating and get this done!

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I'm dealing with a very similar situation right now - sold my timeshare for $2,300 after paying $21,500 originally. Just got my 1099-S and was hoping I could somehow use that massive loss on my taxes, but clearly that's not happening! Reading through all these responses has been incredibly educational. I had no idea about the Form 8949 requirements or the code "L" adjustment process. The fact that we still have to report it even though there's no tax benefit seems like bureaucratic overkill, but I definitely don't want to mess around with IRS matching systems. One thing I'm wondering about - for those of you who have been through this process, how long did it take to actually complete the sale once you decided to get rid of your timeshare? I've been trying to sell mine for months and the whole resale market seems pretty brutal. Did anyone find certain companies or methods that worked better than others? Also, has anyone had their tax software automatically handle the adjustment calculation, or did you have to manually figure out the code "L" part? I'm using FreeTaxUSA this year and hoping it can walk me through the process without too much confusion. Thanks everyone for sharing your experiences - it's strangely reassuring to know so many other people have survived this same financial nightmare!

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Zara Malik

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I went through the timeshare sale process last year and it took about 8 months from listing to closing. The resale market is absolutely brutal - most units sell for 5-15% of their original price, which is exactly what happened to you and everyone else here. For the tax software question, most programs like FreeTaxUSA should handle the adjustment automatically once you indicate it's a personal use property with a non-deductible loss. When you get to the capital gains section, there's usually a checkbox or dropdown asking about the type of property. Select "personal use" and it should walk you through the code "L" adjustment process. The key is being patient with the sale process and realistic about pricing. I started way too high thinking I could recover more of my investment, but eventually had to accept market reality. Once I priced it aggressively low, it sold within a few weeks. Sometimes you just have to rip the band-aid off and accept the loss to finally be free from the ongoing maintenance fees and restrictions. Hang in there - the paperwork is annoying but manageable, and there's real peace of mind in being completely done with the timeshare mess!

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Arnav Bengali

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I'm going through this exact same situation right now! Just received my 1099-S for a timeshare I sold for $1,400 after originally paying $17,900. It's painful to see that loss on paper, but reading through everyone's explanations has really clarified the reporting requirements. The breakdown about Form 8949 and the code "L" adjustment was especially helpful - I had no idea you could zero out the loss that way while still properly reporting the transaction. It seems like such a waste of paperwork when there's no tax benefit, but I definitely don't want to risk IRS matching issues by ignoring the 1099-S. Has anyone dealt with a situation where the timeshare company issued the 1099-S with the wrong information? My form shows the gross proceeds but doesn't account for the $200 in transfer fees I paid, so I'm wondering if I should request a corrected form or just adjust it myself when filing. I want to make sure I'm reporting the actual net proceeds correctly. Thanks to everyone for sharing their experiences - it's oddly comforting to know this timeshare nightmare is so common that there's basically a standard playbook for handling the tax implications!

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Zoey Bianchi

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You don't need to request a corrected 1099-S for the transfer fees - you can just adjust the proceeds yourself when you fill out Form 8949. The IRS expects some discrepancy between the gross proceeds on the 1099-S and your net proceeds after selling expenses. On Form 8949, you'll report the gross proceeds from the 1099-S ($1,400) in the proceeds column, then make an adjustment in the adjustment column to subtract your $200 transfer fee. This gives you net proceeds of $1,200 for the actual calculation. Make sure to include a brief note like "transfer fees" in the adjustment description so it's clear what the adjustment represents. This is actually pretty standard - most people have some selling costs that aren't reflected on their 1099-S forms. The important thing is that you're documenting everything properly so the math works out correctly on your return.

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Dananyl Lear

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Your accountant is being appropriately cautious, and here's why this situation is genuinely complex beyond just the basic 2-out-of-5 rule: **Primary residence exclusion complexity**: You'll only get the capital gains exclusion on 25% of your gain (the portion you lived in). But calculating that "gain" isn't straightforward when you've been depreciating 75% of the property for years. **Depreciation recapture nightmare**: Every dollar of depreciation you've claimed (or should have claimed) on the rental units over 7 years gets "recaptured" and taxed at 25%. If you haven't been taking depreciation deductions, the IRS still treats it as if you did for recapture purposes. **Section 1250 vs 1202 considerations**: Different parts of your gain may be taxed at different rates depending on how long you've owned it and your income level. **Documentation requirements**: The IRS scrutinizes mixed-use property sales heavily. Your accountant knows that giving you a number now without proper documentation review could leave you exposed later. My suggestion: Ask your accountant to walk you through the calculation methodology and what specific documents they need from you. Then you can at least understand the framework even if the final number has to wait until closing. The "it's complicated" response, while frustrating, is actually protecting you from nasty surprises down the road.

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Nora Bennett

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This breakdown really helps clarify why my accountant was being so cautious! The depreciation recapture point is particularly eye-opening - I had no idea that even if I didn't claim depreciation deductions, the IRS would still treat it as if I did for recapture purposes. That seems like it could be a significant tax hit I wasn't expecting. One question about the documentation requirements you mentioned - what specific records should I be gathering now to make this process smoother? I have most of my purchase documents and major improvement receipts, but I'm wondering if there are other things I should be digging up that might not be obvious. Also, when you mention Section 1250 vs 1202 considerations, could you elaborate on what triggers the different tax treatments? I want to make sure I understand all the moving pieces before I sit down with my accountant again.

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Henry Delgado

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Great questions! For documentation, you'll want to gather: **Property records**: Original purchase contract, closing statement, title insurance policy, survey documents **Improvement documentation**: Receipts for materials, contractor invoices, permits pulled, before/after photos if you have them **Rental records**: Lease agreements, rent rolls, expense records for repairs/maintenance on rental units **Tax records**: All Schedule E forms from years you've owned the property (shows depreciation claimed), property tax records **Insurance claims**: Any major repairs covered by insurance that might affect your basis The Section 1250 vs Section 1202 distinction I mentioned was actually a typo on my part - I meant Section 1231. Here's the breakdown: **Section 1250 recapture**: This is the depreciation recapture on rental real estate, taxed at 25%. This applies to the 75% rental portion of your property. **Section 1231 gains**: After recapture, any remaining gain gets Section 1231 treatment, which can qualify for capital gains rates (0%, 15%, or 20% depending on your income). The key is that depreciation gets "recaptured" first at the higher 25% rate, then any additional gain above that gets the more favorable capital gains treatment. Your accountant needs to calculate both pieces to give you an accurate total tax liability.

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Liam Brown

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Your accountant's response is frustrating but actually makes perfect sense from a professional liability standpoint. Multi-family property sales with mixed personal/rental use are genuinely some of the most complex tax situations in real estate. Here's what's likely making your accountant cautious beyond the basic calculations others have mentioned: **Basis allocation headaches**: With 7 years of ownership, you've probably made improvements that need to be allocated between personal and rental use. Even "shared" improvements like a new roof get tricky - did you depreciate the rental portion? How do you split the basis increase? **State-specific complications**: Depending on your state, the tax treatment might be completely different from federal rules. Some states don't recognize the primary residence exclusion for mixed-use properties at all. **Audit risk factors**: The IRS flags mixed-use property sales for review more often than standard residential sales. Your accountant knows that any estimate they give you now could come back to haunt both of you if the actual calculation is wrong. **Income timing issues**: Your total tax liability depends on your other income for the year, which might not be finalized until December. Instead of asking for a specific dollar amount, try asking your accountant to explain the calculation framework and what range of outcomes you should prepare for. That way you can plan financially while acknowledging the variables that genuinely can't be pinned down yet. The complexity is real, but it's manageable with proper preparation and realistic expectations.

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This really puts things in perspective. I think I was expecting too much certainty from a genuinely uncertain situation. The audit risk factor you mentioned is something I hadn't considered - I definitely don't want to put either myself or my accountant in a bad position by pushing for numbers that could be wrong. Your suggestion about asking for a calculation framework and range of outcomes is exactly what I needed to hear. That way I can still do some financial planning without expecting precision that isn't realistic given all these variables. One follow-up question: when you mention income timing issues affecting the total tax liability, are you referring to things like whether I might bump up into a higher tax bracket, or are there other income-related factors that could change the calculation? I'm going to reach back out to my accountant with this new approach. Thanks for helping me understand why "it's complicated" is actually the right answer here, even though it's not what I wanted to hear!

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Zara Perez

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This entire thread has been so educational! I've been dreading updating my W4 at my new job because I kept hearing how confusing the new form was compared to the old allowance system. After reading through everyone's experiences and explanations, I finally feel like I understand the logic behind it. What really helped me was understanding that each step has a specific purpose: Step 3 is only for actual dependents (not for gaming the system like we used to with allowances), Step 4(b) is for legitimate additional deductions you'll actually claim, and Step 4(c) is where you can fine-tune your withholding amount. I love the advice about doing a "trial run" approach and checking your withholding after a few paychecks. That takes so much of the anxiety out of potentially getting it wrong initially. And the tip about using your effective tax rate from last year's return as a baseline is genius - I never would have thought of that approach. Thanks to everyone who shared their real-world experiences with the tools mentioned too. It's helpful to hear which resources actually work when you need more personalized guidance beyond the basic IRS instructions. This thread should definitely be bookmarked for anyone dealing with W4 confusion!

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Tyler Murphy

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I'm so glad this thread helped you too! As someone who was equally intimidated by the new W4 when I first encountered it, I can totally relate to that feeling of dread. The old allowance system was definitely simpler to use (even if it wasn't more accurate), so the transition definitely has a learning curve. One thing I'd add to all the great advice here is don't be afraid to ask your HR department for help if you're still unsure after doing your research. Most HR teams have dealt with tons of W4 questions since the form changed, and they can often walk you through how the new form translates to your specific company's payroll system. Also, for anyone still reading this thread, remember that the worst-case scenario is just getting your withholding slightly wrong and having to adjust it later - it's not the end of the world! The new system actually gives you more control once you understand it, which is ultimately better than the old "guess and hope" approach with allowances.

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Zara Malik

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This has been such an incredibly helpful discussion! As a newcomer to this community, I'm amazed by how thoroughly everyone has broken down the W4 changes and shared real-world strategies. I'm in a slightly different situation - I'm switching from contractor work (1099) to W2 employment for the first time in several years, so I'm not only dealing with the new W4 format but also transitioning from making quarterly estimated payments to having taxes withheld from my paychecks again. From what I've gathered here, it sounds like I should be extra careful about Step 4(a) since I'll likely have some 1099 income early in the year before my W2 job starts. And based on everyone's advice about being conservative, I'm thinking I should definitely use Step 4(c) to have additional withholding to account for the complexity of my transition year. The recommendation about using tools like the IRS withholding estimator mid-year seems especially important for someone like me with a mixed income situation. Thanks to everyone who shared their experiences with both the official IRS tools and the third-party options - it's really helpful to know what actually works in practice! This thread has given me so much more confidence about tackling my W4. I'll definitely be bookmarking this for reference!

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StarStrider

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Welcome to the community! Your situation with transitioning from 1099 to W2 mid-year is definitely more complex, but you're absolutely right to focus on Steps 4(a) and 4(c) for your mixed income scenario. Since you'll have both 1099 and W2 income in the same tax year, I'd strongly recommend being conservative with your withholding. The challenge is that your W2 withholding won't account for the self-employment tax on your early 1099 income, so you might want to calculate roughly what you'll owe in SE tax and add some of that to Step 4(c) as additional withholding. Also, don't forget that if you've already made estimated quarterly payments for your 1099 income early in the year, you'll want to account for those when planning your W2 withholding strategy. The IRS withholding estimator should help you factor in both your estimated payments and projected W2 withholding to avoid either owing a big bill or massively overwithholding. Your instinct to be extra conservative during this transition year is smart - mixed income years can be tricky to get exactly right, and a small refund is much better than underpayment penalties!

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