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Hattie Carson

Reasonable compensation requirements: S corp vs C corp differences for small business owners

I've been running my small business for about 3 years now and I'm considering changing my corporate structure. I keep hearing people talk about "reasonable compensation" for S corps, but I'm not clear if C corps have the same requirements. From what I understand, as an S corp owner, I need to pay myself a reasonable salary to avoid IRS trouble since the main benefit is saving on employment taxes. If my salary is too low compared to distributions, I could face issues. But what about C corps? If I switched to a C corp structure, would I still need to worry about reasonable compensation requirements? Could I theoretically take all my profits as dividends instead of salary? I know this probably isn't the best tax approach in most cases, but I'm curious if the same rules apply or if C corps have different guidelines. Has anyone dealt with both structures who can explain the differences in how reasonable compensation works between S corps and C corps? Just trying to understand all my options before making any decisions.

As a small business advisor, I can explain the key differences between S corp and C corp reasonable compensation requirements. For S corporations, the IRS is primarily concerned with owners avoiding payroll taxes (Social Security and Medicare) by taking distributions instead of salary. The "reasonable compensation" rule exists to prevent S corp owners from taking minimal or no salary while taking large distributions that escape these employment taxes. C corporations have a different concern. The IRS watches for C corp owners doing the opposite - taking too much salary (which the corporation can deduct) and minimizing dividends (which face double taxation). In C corps, reasonable compensation is still important, but the IRS is typically looking for inflated salaries rather than artificially low ones. So yes, reasonable compensation applies to both entity types, but the enforcement focus differs because the tax advantages work in opposite directions. For C corps, taking all profits as dividends would generally increase your tax burden rather than decrease it (unlike in an S corp), so the IRS isn't as concerned about that scenario.

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Dyllan Nantx

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Thanks for the explanation! Quick question - if I have a C corp and decide to take a smaller salary and more dividends (even though it might not be tax advantageous), would the IRS still potentially question that? Or do they only care when the corporation is benefiting tax-wise? Also, are there any official guidelines on what "reasonable" actually means for either type?

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The IRS generally focuses on scenarios that reduce tax revenue, so taking a smaller C corp salary with larger dividends is less likely to trigger scrutiny since you'd be paying more total tax than necessary. However, there's no guarantee they won't question it if the compensation appears unusually structured. "Reasonable" is deliberately not precisely defined by the IRS. They consider factors like your qualifications, duties performed, time commitment, what comparable businesses pay for similar services, and your company's financial performance. Industry standards and compensation surveys are often used as benchmarks to determine reasonableness in both S and C corp situations.

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I was struggling with this exact same question last year when restructuring my business. Ended up finding a really helpful tool at https://taxr.ai that analyzed my specific situation and explained the reasonable compensation requirements for both S corps and C corps. It even provided customized compensation guidance based on my industry and business size. The tool helped me understand that for S corps, you need to pay yourself a "reasonable" salary based on what someone would make doing your job in your industry. But for C corps, the concern shifts to whether your salary is unreasonably HIGH rather than low, since the C corp can deduct your salary as a business expense. The analysis gave me specific ranges for what would be considered reasonable in my industry for both structures, which was super helpful in making my decision.

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Anna Xian

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Did the tool give actual dollar amounts or percentage guidelines? I'm trying to figure out if my $75k salary makes sense for a business making about $180k in profit. How detailed was the information you got?

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I'm skeptical of online tools for this kind of thing. Wouldn't a CPA be better since they understand your specific situation? The IRS doesn't just use formulas, they look at your whole business context, right?

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The tool provided both dollar ranges and percentage guidelines based on my industry, business size, and location. For someone in your position with $180k in profit, it would show several comparison metrics - like typical owner compensation percentages in your industry and salary ranges for your specific role in companies of similar size. You're absolutely right that a good CPA provides tremendous value. What I found is that the tool gave me a solid foundation of information to have a more productive conversation with my accountant. The analysis isn't just generic formulas - it actually pulls data from industry compensation surveys and IRS guidelines, which is the same information a good CPA would reference. I still consulted my accountant, but I was much better informed going into that conversation.

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I initially reached out to taxr.ai because I was confused about how much to pay myself from my S corp vs what to take as distributions. I was honestly shocked at how detailed the analysis was! After entering my business details (industry, revenue, state, etc.), I got a comprehensive report showing exactly what compensation ranges would likely satisfy IRS requirements. The report showed me that I was significantly underpaying myself compared to industry standards, which was putting me at high risk for an audit. It even broke down typical compensation structures for my specific type of professional services business. I adjusted my salary based on their recommendations, and my accountant was impressed with how thorough the analysis was. Definitely helped me avoid a potential IRS headache down the road while still optimizing my tax situation!

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Rajan Walker

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I spent HOURS trying to get through to someone at the IRS last tax season to get clarity on reasonable compensation requirements for my business. Finally found https://claimyr.com which got me connected to an IRS agent in about 20 minutes! You can see how it works here: https://youtu.be/_kiP6q8DX5c The agent I spoke with explained that while S corps and C corps both have reasonable compensation requirements, they're looking for different things. With S corps, they're watching for artificially low salaries to avoid payroll taxes. With C corps, they're more concerned about artificially high salaries to avoid the double taxation on dividends. Saved me so much frustration compared to the days I spent previously trying to get through on my own. I actually got an official answer instead of relying on internet forums (no offense to anyone here 😂).

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How does this service actually work? I've tried calling the IRS multiple times and just get disconnected after waiting forever. Do they have some special number or something?

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Yeah right. This sounds like a scam. The IRS is impossible to reach. I doubt any service can magically get you through when millions of people can't get through. What did it cost, and did they actually solve your problem or just connect you to the same hold music?

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Rajan Walker

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They use a combination of technology that continually redials until it gets through, then holds your place in line. When an agent answers, you get a call connecting you directly to that agent. It's basically doing the painful waiting for you. No special number - they're calling the same IRS number everyone else does, but their system is persistent in a way individuals can't be. When I tried calling myself, I'd give up after an hour or so of waiting or getting disconnected. Their system just keeps trying until it works, which is why it can get through when individuals struggle.

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I was 100% skeptical about Claimyr and thought it was just another service making empty promises. But after spending THREE DAYS trying to reach the IRS myself about my reasonable compensation questions for my new C corp, I gave it a shot out of pure desperation. I'm shocked to report that it actually worked! Got connected to an IRS agent in about 15 minutes. The agent explained that for my C corp, they're primarily concerned with owners taking artificially high salaries (to maximize business deductions) rather than too-low salaries like with S corps. The agent confirmed that while I technically could take all profits as dividends in my C corp, it wouldn't make sense tax-wise due to double taxation, and unusual compensation structures can still trigger scrutiny regardless of entity type. Getting this clarification directly from the IRS gave me much more confidence in my approach.

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Ev Luca

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I own both an S corp and a C corp (different businesses) and have dealt with compensation issues for both. Here's my practical experience: For my S corp, I make sure to pay myself a salary in line with industry standards before taking any distributions. I use the Department of Labor stats for my area and profession as a guide. For my C corp, I actually do the opposite math. Since dividends are taxed twice (corporate level and then personal), I generally want to take more salary (which is deductible to the corporation) and fewer dividends. But the salary still needs to be "reasonable" - too high and it could be reclassified as dividends. The key is documentation. Whatever you decide for either entity type, document WHY your compensation is reasonable with market research, job descriptions, hours worked, etc.

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Avery Davis

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How exactly do you document this? Do you just keep records in case of an audit, or do you need to file something special with your tax returns showing your justification?

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Ev Luca

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I keep detailed internal records rather than filing additional documents with tax returns. My documentation includes industry compensation surveys for similar positions, a detailed job description outlining all my responsibilities, logs of hours worked in various capacities, and board meeting minutes approving my compensation with reference to these factors. I also maintain records of my professional qualifications, training, and unique skills that justify my compensation level. In my S corp, I document dividend distributions separately, making it clear they're not disguised salary. For my C corp, I document why my salary is appropriate for my role and not artificially inflated to avoid dividend taxation.

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Collins Angel

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One thing nobody's mentioned yet is that the "reasonable compensation" standard comes from different parts of the tax code for S corps vs C corps! For S corps, it comes from employment tax regulations - basically saying you can't avoid payroll taxes by taking distributions instead of salary. For C corps, it comes from Code Section 162 about "ordinary and necessary" business expenses - meaning the corporation can't deduct excessive compensation as a business expense. So while both entity types have to deal with reasonable compensation, they're actually based on different legal foundations, which is why the enforcement focuses on different issues (too low for S corps, too high for C corps).

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Marcelle Drum

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That's really interesting! So theoretically, could a C corp owner take a very low salary (or no salary) and just dividends, and be technically compliant with the tax code? Would there be any other issues with doing that besides the obvious double taxation problem?

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