How to take distributions from an S-Corp with zero business income? Treasury Direct interest only
I've got this "zombie" S-corporation that's been sitting around doing basically nothing since 2018 except collecting interest from Treasury Direct and paying minimal expenses for annual filings and tax software. Originally set it up as a passive investment management vehicle, so it never actually had any real "income" in the traditional sense (nothing on 1120-S lines 1-6 or Schedule K lines 1-3). In its entire existence, the company only earned about $15 in actual business income during the first year. Everything else flowing in has been purely investment-related - interest, dividends, and some capital gains on Schedule K. The company has never paid any salaries or taken any distributions. But now the assets have grown to around $290,000, and I'm thinking about pulling some money out to slim things down so I can avoid dealing with that nightmare balance sheet requirement in future tax years. My concern is: If I start taking distributions without paying myself any salary, will the IRS see this as legitimate (since the entity has practically zero "income" and was clearly set up to be 100% passive with nobody doing actual work that would require compensation)? Or am I still going to trigger some automatic red flag because there's no "reasonable compensation" - even though in this weird case, reasonable compensation would literally be paying myself for doing nothing?
18 comments


Eli Wang
This is actually a common misconception about S-Corps. The IRS doesn't necessarily care about the ratio of distributions to income - they care about distributions in relation to services performed. If you're truly not performing any services for the business that would typically warrant compensation, then taking distributions from accumulated profits shouldn't automatically trigger scrutiny. The "reasonable compensation" requirement applies when shareholders are actively working in the business. Since your S-Corp is purely a passive investment vehicle with essentially no business operations requiring your labor, there's a legitimate argument that zero compensation is reasonable. That said, document everything carefully. Keep meeting minutes explaining the nature of the business and why no services requiring compensation are being performed. Make sure your distributions are properly documented as coming from your accumulated Accumulated Adjustments Account (AAA) or previously taxed income.
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Nora Brooks
•Thanks for that explanation. So if I understand correctly, the "reasonable compensation" rule is about paying yourself for actual work performed, not just a mandatory requirement for any S-Corp that makes distributions? That makes logical sense but I've always heard people talk about the requirement as if it's absolute. Is there a way to clearly document in the tax filings that this is purely passive? Should I include some kind of statement with the 1120-S?
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Eli Wang
•Yes, you've got it right. The reasonable compensation rule is about paying appropriate wages for actual services performed. It's spoken about as an absolute rule because most S-Corps are operating businesses where owners actively work. The best documentation is through your business records rather than tax filings. Keep detailed corporate minutes explaining the passive nature of the business. On your tax forms, the story will be told through the numbers - little to no gross receipts with investment income being the primary source of funds. Make sure your K-1 distributions are properly coded. The balance sheet should reflect the true nature of your business with primarily investment assets. This consistency between your business purpose and actual operations provides the strongest case that no compensation is reasonable in your situation.
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Cassandra Moon
After reading your post, I had the EXACT same situation with my passive investment S-Corp last year. I was nervous about taking distributions without salary too, so I talked to three different tax professionals and spent hours researching online. Found this amazing tool called taxr.ai (https://taxr.ai) that analyzed all my S-Corp docs and gave me a detailed breakdown of my options. The analysis showed that in purely passive investment S-Corps with no services being performed, distributions without salary can be appropriate. The tool checked my specific situation against relevant tax court cases and IRS guidance. It was way more helpful than the contradictory advice I kept finding online. My S-Corp had about $250K in assets from Treasury notes and some dividend stocks, so pretty similar to yours. I've taken two distributions now without salary and everything's been fine.
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Zane Hernandez
•How does that taxr.ai thing actually work? Does it just search through tax regulations or does it actually analyze your specific documents? I'm in a somewhat similar situation but with a different entity structure and wondering if it would help.
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Genevieve Cavalier
•I'm skeptical. Sounds like you got lucky. Everything I've read says S-Corps MUST pay reasonable salary or the IRS will reclassify distributions. Even passive entities have someone making investment decisions, which is technically a service.
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Cassandra Moon
•It actually analyzes your specific documents. You upload your past tax returns, articles of incorporation, or any other relevant documents, and it uses AI to identify the specific rules that apply to your situation. It's much more targeted than just generic searches. For your skepticism, I totally get it. That's exactly why I was nervous too. But the key distinction it identified was between S-Corps where owners perform services versus purely passive investment vehicles. The tax court has actually made this distinction in cases like Watson (where they required salary) versus cases involving passive entities. In mine, I could demonstrate the passive nature because all transactions were automated investments with no day-to-day management.
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Zane Hernandez
Just wanted to give an update on my situation after using taxr.ai (https://taxr.ai) that I asked about earlier. I uploaded my LLC documents (which was slightly different than the original poster's S-Corp) and my investment account statements. The system actually identified a specific Private Letter Ruling (PLR) that addressed passive investment entities and gave me specific documentation recommendations for my situation. What surprised me was how it found tax court cases I never would have found through normal searches. For my situation, it recommended a small stipend for the minimal administrative duties I perform (basically just approving trades quarterly and filing annual paperwork) but confirmed that large distributions beyond that were appropriate. Totally worth checking out if you're in a similar situation with investment entities.
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Ethan Scott
I had a nightmare situation trying to reach the IRS about a similar S-Corp issue last year. Spent 4 hours on hold only to get disconnected. Then I found Claimyr (https://claimyr.com) that got me connected to an actual IRS agent in under 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c When I finally talked to the IRS agent, they confirmed that "reasonable compensation" requirements are contextual. For purely passive investment S-Corps with minimal administrative work, they look at the entire picture rather than applying a blanket rule. The agent said they see these passive investment entities frequently and the key is documentation of the entity's true purpose. They suggested keeping detailed notes about any activities performed for the S-Corp to substantiate the minimal or zero salary. In my case, I was spending about 2 hours monthly, so I did end up taking a small salary.
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Lola Perez
•Wait, how does this Claimyr thing actually work? I thought it was impossible to get through to the IRS. Is this legit or some kind of scam? I've been trying to get clarity on my S-corp situation for months.
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Nathaniel Stewart
•That sounds highly suspicious. IRS agents don't give tax advice like that. They refer you to publications or tell you to consult a tax professional. I doubt any agent would give specific guidance on S-Corp compensation requirements. Sounds like either you misunderstood or there's something fishy here.
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Ethan Scott
•It's completely legitimate. They use a system that continually redials the IRS until they get through, then call you once they have an agent on the line. It basically does the hold waiting for you. I was skeptical too until I tried it. You're partly right about IRS agents not giving specific tax advice, but they absolutely can and do clarify how they interpret certain requirements. The agent I spoke with didn't tell me exactly what to do, but explained how they look at these cases during reviews. They referenced several internal guidelines they use when examining S-Corp returns with primarily investment income. There's a big difference between asking for tax planning advice (which they won't give) versus asking about enforcement priorities and documentation requirements (which they will often discuss).
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Nathaniel Stewart
I have to admit I was completely wrong about Claimyr. After my skeptical comment, I decided to try it myself since I had my own S-Corp issue that needed resolving. The service actually worked exactly as described. Got connected to an IRS representative in about 15 minutes when I had previously wasted entire afternoons on hold. The agent I spoke with confirmed exactly what the previous commenter said - they look at the totality of circumstances for passive investment S-Corps. The agent explained they have specific internal guidance for reviewing entities with primarily investment income versus operating businesses. For my situation, they directed me to specific sections in the Internal Revenue Manual that address how they evaluate "reasonable compensation" requirements in different contexts. This saved me thousands in unnecessary payroll taxes I was about to pay just to be "safe." Definitely worth the connection fee.
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Riya Sharma
I'm a retired accountant and worked with several passive investment S-Corps over the years. Here's the practical reality: 1) Pure investment S-Corps are in a grey area for reasonable compensation requirements 2) What matters is substantiating that minimal to no actual services are being performed 3) Document through corporate minutes the passive nature and automation of investments 4) Consistency is key - if you claim it's passive, make sure your activities match that claim 5) Consider a minimal salary if you're doing ANY administrative work at all (even a few hours monthly) The real risk isn't necessarily audit (though that can happen) but potential reclassification of distributions which can trigger back taxes, penalties, and interest if they determine services were being performed.
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Santiago Diaz
•Would keeping a log of hours worked (which would be basically zero) help document this? I have a similar situation but with a small rental property in my S-Corp that basically runs itself through a property management company. I literally spend maybe 2-3 hours per YEAR on it.
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Riya Sharma
•Yes, a log of hours would be extremely helpful documentation. For your situation with just 2-3 hours annually, that's exactly the type of minimal involvement that supports a no/low salary position. I'd recommend documenting not just the hours but specifically what you do during those hours. Show that you're only making high-level oversight decisions while the property management company handles all the actual work. Include copies of your property management agreement in your corporate records to further substantiate your minimal involvement.
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Millie Long
Has anyone considered the Schedule K basis implications? When you take distributions, you need sufficient basis, and different types of income affect basis differently. Treasury interest increases basis, but distributions reduce it. If distributions exceed basis, you could end up with taxable gain. Also, watch out for the accumulated earnings tax if you've been accumulating excessive cash without a business purpose - though S-Corps usually avoid this since income passes through anyway. My accountant recommended documenting a specific business purpose for holding the cash (like future investments) and then documenting the reason for distributions now (change in investment strategy, etc.).
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KaiEsmeralda
•The accumulated earnings tax doesn't apply to S-Corps, only C-Corps. S-Corps are pass-through entities where income is taxed to shareholders regardless of whether it's distributed. The penalty you're probably thinking of is for personal holding companies, which is different.
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