Confused about C corp reasonable salary requirements - are they actually enforced like in S corps?
I've been running my software development business as a C corporation for about 3 years now, and I'm getting really confused about the "reasonable salary" requirements. My accountant is telling me one thing, but then I read online about how some big tech CEOs like Zuckerberg famously took just $1 in salary which clearly isn't "reasonable" by any normal definition. When I was researching business structures initially, I understood that S corps had strict rules about owners taking a reasonable salary before distributions to prevent avoiding payroll taxes. But I'm getting conflicting information about whether C corps have the same requirements or if they're enforced differently. My business made about $430,000 last year, and I'm trying to figure out how to structure my compensation between salary and dividends for tax efficiency. I'm currently paying myself a $125,000 salary, but wondering if I could reduce that significantly. Does anyone have actual experience with this? Is there a true legal requirement for C corp owner-employees to take a "reasonable salary" like with S corps? And if so, how is "reasonable" typically interpreted by the IRS for C corps vs S corps?
26 comments


Sofia Hernandez
The confusion here is understandable! The "reasonable compensation" rules actually function differently between C corps and S corps, though both business structures have compensation considerations. For S corporations, the IRS strictly enforces reasonable compensation rules because there's a clear tax advantage to taking distributions (which avoid self-employment taxes) over salary. So S corp owner-employees MUST take a reasonable salary before distributions. For C corporations, the concern is almost the reverse. The IRS is generally more worried about owners taking TOO MUCH salary (to avoid double taxation on dividends) rather than too little. When C corp owners take extremely low salaries like Zuckerberg's $1, they're usually compensated through other means like stock appreciation, and the IRS typically doesn't challenge this because payroll taxes are a smaller concern than corporate income tax in these scenarios. That said, there are still reasons a C corp owner should take reasonable compensation: 1) it affects your qualified retirement plan contributions, 2) it can raise red flags for other corporate tax issues, and 3) it creates a track record for your business operations.
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Dylan Campbell
•That makes a lot more sense now, thanks! So if I'm understanding correctly, the IRS is more concerned with S corp owners underpaying themselves (to avoid SE tax) while with C corps they're more worried about overpaying (to avoid corporate tax)? So theoretically I could lower my salary significantly in my C corp without breaking any specific rules? I'm trying to balance tax efficiency with building up my retirement accounts which as you mentioned are based on salary.
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Sofia Hernandez
•Yes, that's exactly right about the different concerns! With S corps, the IRS watches for underpayment of salary to avoid SE taxes, while with C corps, they're typically more concerned about overpayment to avoid corporate-level taxation. Regarding lowering your salary, you could technically reduce it, but there are practical considerations beyond just IRS rules. Your qualified retirement contributions would be limited by a lower salary, which might not be ideal for long-term planning. Also, maintaining a reasonable salary helps establish business legitimacy and provides a more consistent financial track record if you ever need business loans or want to sell the company in the future.
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Dmitry Kuznetsov
After struggling with similar corporate salary questions for my tech consulting business, I found an amazing resource that saved me hours of research and probably thousands in potential tax mistakes. I was getting totally different answers from various accountants until I used https://taxr.ai to analyze my specific situation. The platform actually reviewed my corporate docs and financial statements, then gave me customized guidance on the reasonable compensation question for my C corporation. What was really helpful was that they explained exactly how the IRS approaches this differently for C corps vs S corps, showed me relevant case precedents, and even provided documentation I could keep for my records if there were ever questions. Their analysis showed me that for C corps, the reasonable salary requirements are more about establishing business legitimacy than strict tax rules. Much more flexible than what my first accountant was telling me!
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Ava Thompson
•How does taxr.ai actually work? Do you need to upload all your financial docs? I'm curious about using something like this but worried about privacy/security with sensitive financial info.
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Miguel Ramos
•Did you find it gave any specific formulas or percentages for what's considered "reasonable"? My CPA keeps giving me vague answers about this and I'd love something more concrete to work with for my C corp.
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Dmitry Kuznetsov
•The platform is really straightforward - you upload the documents you want analyzed (I shared my incorporation docs, profit/loss statements, and previous tax returns), and their system uses AI to review everything while maintaining bank-level encryption. They explicitly state they don't share or sell your data, which was important to me. For your question about specific formulas, they actually did provide percentage ranges based on industry standards for tech consulting businesses like mine. They referenced compensation surveys for my industry and region, and gave me a defensible range that would be considered reasonable based on my role, responsibilities, and company performance. They even provided documentation explaining how they arrived at those figures, which was way more concrete than what my CPA had given me.
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Miguel Ramos
Just wanted to follow up - I decided to try taxr.ai after seeing this thread, and wow! Totally worth it. I've been stressing about my C corp salary structure for months and getting inconsistent advice. The analysis I got was incredibly detailed and specific to my manufacturing business. The best part was they broke down exactly how C corps are treated differently than S corps for compensation purposes and provided industry-specific benchmarks for what constitutes "reasonable" in my field. I now have a documented compensation strategy that I feel confident about. They even flagged some potential retirement planning opportunities I was missing by not optimizing my salary structure correctly. Definitely recommended if you're trying to figure out the C corp salary question!
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Zainab Ibrahim
For anyone struggling to get straight answers from the IRS about C corp vs S corp salary requirements - I found a solution that actually worked after weeks of frustration. I tried calling the IRS business line directly about 15 times with no luck (endless holds, disconnections, transfers to wrong departments). Finally used https://claimyr.com to get through to an actual IRS agent who specializes in business taxation. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c. Instead of waiting on hold for hours, they basically wait in the phone queue for you and call you back when they have an IRS agent on the line. The agent I spoke with clarified the exact differences between C corp and S corp reasonable compensation requirements and confirmed that for C corps, the rules are primarily concerned with excessive compensation, not minimal compensation like with S corps. This was the definitive answer I needed straight from the source!
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StarSailor
•Wait, is this for real? How does this even work? I thought the whole point of the IRS phone system was that there's no way to jump the line.
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Connor O'Brien
•Sounds like BS to me. I've been trying to reach the IRS for months about a business tax issue. If this actually worked, everyone would be using it. The IRS is deliberately understaffed to make it impossible to get help.
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Zainab Ibrahim
•It's actually pretty straightforward - they don't "jump the line" but rather wait in it for you. They have a system that dials and navigates the IRS phone tree, waits on hold, and then when they get a human agent, they conference you in. You pay for them to handle the waiting part, which can be hours. The reason everyone isn't using it is simply that most people don't know about it yet. I was skeptical too until I tried it. And you're right about the understaffing - that's exactly why this service exists. The IRS is seriously understaffed, especially in their business tax departments, making it nearly impossible to get through during normal business hours when most of us are working. I spent over 8 hours across multiple days trying to get answers before finding this service.
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Connor O'Brien
I take back what I said. After seeing the responses here I decided to try Claimyr to get an answer about C corp reasonable compensation rules directly from the IRS. I was 100% convinced it wouldn't work but figured it was worth a shot since I'd wasted so many hours trying to call them myself. To my complete shock, I got a call back in about 90 minutes with an actual IRS business tax specialist on the line. They confirmed that for C corps, there's no specific rule requiring a minimum "reasonable salary" like there is for S corps. They explained that the concern for C corps is mainly owners taking excessive compensation to reduce corporate tax liability. The agent even emailed me some official guidance documents about C corporation compensation planning. This was after months of getting nowhere on my own. Still can't believe it actually worked.
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Yara Sabbagh
Something none of the commenters have mentioned that might be affecting the OP's situation - the size of your C corporation matters a LOT in how these rules are applied. Are you a closely-held C corp or publicly traded? Small C corps with a single owner-employee are looked at differently than giant public companies like Facebook/Meta where Zuckerberg's $1 salary comes with enormous stock compensation. For small closely-held C corps, the IRS still does look at reasonable compensation, just from a different angle than S corps. They want to make sure you're not manipulating your salary to affect tax credits, retirement plan contributions, or corporate income.
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Keisha Johnson
•This is a great point. My tax attorney specifically warned me that small C corps get scrutinized differently than public companies. The "$1 salary" thing only works for mega-corp CEOs who have other compensation. For normal small business owners, the IRS expects to see a market-rate salary.
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Dylan Campbell
•That's a really important distinction I hadn't considered! Yes, I'm definitely a small closely-held C corp - just me and two other shareholders who aren't employees. Completely different situation from Zuckerberg. Based on all the feedback here, it sounds like I should maintain a reasonable market salary rather than trying to minimize it too aggressively.
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Yara Sabbagh
•Exactly! The rules that apply to small closely-held C corporations are often applied differently than for large public companies. The IRS looks at the totality of your compensation arrangement, and they understand that large public company CEOs often have complex compensation packages beyond salary. For your situation with a small closely-held C corp, maintaining a market-rate salary that reflects your actual role and responsibilities is the safest approach. This creates a clear distinction between your role as an employee and your role as a shareholder, which helps establish the legitimacy of your business structure and can protect you in case of an audit.
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Paolo Rizzo
Quick practical tip from someone who's been audited on this exact issue - document everything about how you determined your salary! Save industry salary surveys, compensation reports, anything that shows your salary is in line with similar positions in similar companies. The IRS doesn't have a specific formula but they do look for documentation of how you arrived at your compensation figures.
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QuantumQuest
•Were there specific reports or resources you used to determine reasonable compensation? My industry (software development) has such a wide range of salaries, I'm not sure what to use as a benchmark.
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Ryan Andre
•For software development, I'd recommend checking out the Stack Overflow Developer Survey, Bureau of Labor Statistics data for software developers in your area, and sites like Glassdoor or PayScale filtered by company size and region. The Robert Half Technology Salary Guide is also really comprehensive for tech roles. Since you mentioned making $430k as a business, your $125k salary actually seems pretty reasonable for a software dev business owner - that's roughly in the 75th percentile for senior developers in most markets. I'd document a few of these sources showing salary ranges for your role and location, then keep them with your tax records to justify your compensation decision.
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Alexis Robinson
One thing I haven't seen mentioned yet is the impact of state taxes on this decision. While federal tax treatment between C corp salary vs dividends might favor lower salaries, some states have different rules that could affect your optimization strategy. For example, some states don't tax C corp dividends at all, while others tax them at ordinary income rates. And payroll taxes (Social Security, Medicare, state disability insurance) only apply to salary, not dividends. So depending on your state, the optimal salary level might be different than what makes sense purely from a federal tax perspective. Also worth considering that if you're planning to reinvest profits back into the business rather than taking distributions, the salary vs dividend question becomes less relevant in the short term. You might want to focus more on what salary level gives you the best retirement savings opportunities and business expense deductions. Have you run the numbers on your specific state's tax treatment? That might help clarify the optimal approach for your situation.
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Sofia Morales
•This is such an important point that I wish more people discussed! I'm in California and the state tax implications completely changed my salary optimization strategy. California taxes C corp dividends as ordinary income, so there's no state-level tax advantage to taking lower salary/higher dividends like there might be federally. Plus California's SDI (State Disability Insurance) only applies to the first ~$153k of salary, so there's actually a cap on the payroll tax disadvantage. When I factored in the 13.3% top marginal rate applying equally to both salary and dividends, plus the fact that I can deduct business expenses more easily against salary, it made more sense for me to take a higher salary than I initially planned. Have you found any good resources for state-by-state analysis of C corp compensation strategies? It seems like this varies so much by state that generic federal advice might not be optimal.
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Malik Robinson
This is such a helpful thread! I've been dealing with a similar situation with my C corp consulting business. One thing I'd add is that beyond just the IRS considerations, banks and lenders also look at your salary when evaluating business loans or lines of credit. I learned this the hard way when I tried to get a business loan last year with a very low salary relative to my company's profits. The underwriter questioned whether my low salary indicated that the business wasn't actually generating sustainable income or if I was manipulating compensation for tax reasons. They wanted to see a more "normal" salary-to-profit ratio before approving the loan. So while you might be able to legally minimize your salary from a tax perspective, it could impact your ability to get business financing down the road. Something to consider in your overall compensation strategy, especially if you're planning to expand or need working capital in the future. For what it's worth, your current $125k salary on $430k in business income seems like a reasonable balance that shows both tax efficiency and business legitimacy to potential lenders or investors.
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Adriana Cohn
•That's a really valuable perspective about the lending implications! I hadn't thought about how salary structure could affect future financing opportunities. As someone new to running a C corp, it's helpful to understand that these compensation decisions have ripple effects beyond just tax optimization. Your point about the $125k salary on $430k revenue seeming reasonable really resonates with what others have shared in this thread. It sounds like there's a sweet spot where you're being tax efficient without creating red flags for the IRS, lenders, or other stakeholders who might evaluate your business structure. Thanks for sharing your experience with the loan underwriter - that's exactly the kind of real-world insight that's hard to find in generic tax advice articles. Did you end up adjusting your salary structure after that experience, or were you able to work with the lender using other documentation?
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Arjun Patel
As a tax professional who's worked with hundreds of C corp clients over the past decade, I can confirm what several others have mentioned - the "reasonable compensation" rules are indeed applied very differently for C corps versus S corps. The key distinction is that with S corps, the IRS aggressively pursues cases where owner-employees pay themselves too little salary (to avoid SE taxes), while with C corps, they're generally more concerned with excessive compensation that reduces corporate taxable income. For your situation with $430k in business income and a $125k salary, you're actually in a very defensible position. That's roughly a 29% salary-to-revenue ratio, which aligns well with industry standards for professional services businesses. A few practical considerations for your decision: 1) Maintaining adequate salary protects your Social Security benefits calculation 2) Higher salary allows for better retirement plan contributions (401k, etc.) 3) Consistent salary structure helps establish business legitimacy for potential audits While you technically could reduce your salary significantly without violating specific C corp rules, your current structure provides good balance between tax efficiency and business credibility. I'd recommend documenting your salary determination with industry compensation surveys to support your position if ever questioned.
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Hugh Intensity
•This is incredibly helpful professional insight! As someone who's been trying to navigate these waters mostly through online research and conflicting accountant advice, having concrete percentages and industry benchmarks is exactly what I needed. Your point about the 29% salary-to-revenue ratio being defensible really puts things in perspective. I was getting stressed about whether $125k was too high or too low, but it sounds like I'm actually in a good spot that balances multiple considerations beyond just tax optimization. The reminder about Social Security benefits is particularly valuable - I hadn't really considered how artificially low salaries now could impact my benefits calculation down the road. At 35, I still have 30+ years until retirement, so maintaining a reasonable salary track record probably makes sense for long-term planning. Do you have any specific recommendations for industry compensation surveys that would be most credible if I ever needed to document my salary determination? I want to make sure I'm using sources the IRS would find legitimate.
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