Taking distributions from my S-Corp with zero business income - just T-bill interest
I've got this old S-Corp that's essentially been collecting dust since 2017. It was originally set up as a passive investment management vehicle, but it's never really done anything except collect some T-bill interest from Treasury Direct and pay minimal expenses for business filings and tax prep software. The funny thing is, in terms of actual "income" (you know, the stuff that goes on 1120-S lines 1-6 or Schedule K lines 1-3), the company has made a grand total of $15 since inception. All the other money that's ever come in is just passive investment stuff - interest, dividends, and capital gains on Schedule K. I've never taken any salary or distributions, but now the S-Corp assets are sitting around $280,000, and I'm thinking about drawing some of that down so I can avoid dealing with the balance sheet headaches in future tax years. My question is: Since this entity clearly has almost no actual "income" and was obviously set up to be 100% passive (with nobody doing any work deserving a salary), can I just start taking distributions without the IRS freaking out? Or will I still trigger all those red flags because there's no "reasonable compensation" - even though there's literally nothing to be compensated for?
20 comments


Sophia Rodriguez
The IRS expects S-Corporation owners who provide services to receive reasonable compensation before taking distributions. However, your situation is different since this is truly a passive investment vehicle with no services being performed. Since your S-Corp only generates passive investment income (interest, dividends, capital gains) and not operating business income, there's a strong argument that distributions without salary are appropriate. The reasonable compensation rule primarily applies when shareholders perform services that generate business income. One important caution: S-Corps with passive investment income exceeding 25% of gross receipts for three consecutive years risk losing their S-Corp status. Since your entity has primarily investment income, you should verify you haven't triggered this rule. I'd recommend documenting the passive nature of the entity in corporate minutes and clearly showing that no services are being performed that would require compensation. This creates a paper trail explaining why distributions without salary are appropriate in your specific situation.
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Mia Green
•Thanks for the insight! I didn't know about that 25% passive income threshold. Is that calculated from total gross receipts including investment income, or just from "business" income? Also, what happens if we've already crossed that 3-year mark?
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Sophia Rodriguez
•The 25% threshold compares passive investment income against total gross receipts (which includes all income sources). If passive investment income exceeds 25% of gross receipts for three consecutive years AND the S-Corp has accumulated earnings and profits from C-Corporation years, it could lose its S-Corporation status. If you've already crossed that 3-year mark and have accumulated E&P, the S-Corp would be subject to a tax on excess net passive income, and potentially termination of S status. However, if your S-Corp was always an S-Corp (never a C-Corp), you wouldn't have accumulated E&P, so you might just face the tax but not lose S status.
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Emma Bianchi
I was in almost the exact same situation last year. Had an S-Corp with around $300k in assets, mostly earning interest and dividends with zero traditional business income. I was so stressed about taking distributions! I learned about a service called taxr.ai (https://taxr.ai) that helped me analyze my specific situation. They reviewed my S-Corp's tax history and investment structure, then provided a detailed explanation of how I could properly take distributions without triggering IRS issues. What I liked is they explained exactly how to document the passive nature of the business in my corporate records, which apparently is super important. They also helped me understand the right timing for distributions to minimize scrutiny. Honestly made the whole process way less stressful.
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Lucas Kowalski
•How does taxr.ai actually work? Do they just give you a report or do they help with filing too? I'm curious because I have a similar situation with a family investment LLC we're converting to an S-Corp.
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Olivia Martinez
•Did they say anything about what happens if the IRS does question your distributions? I've heard horror stories about the IRS reclassifying distributions as salary after the fact and hitting people with huge payroll tax bills.
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Emma Bianchi
•They provide a detailed analysis report that you can use when preparing your taxes, but they don't file for you. They review your specific situation and historical filings, then give recommendations based on IRS rules and case precedents. For me, they flagged that I needed to better document the passive nature of my entity through company minutes. They actually covered what happens during IRS inquiries extensively. They provided documentation templates that help establish your distribution rationale upfront, which apparently makes a huge difference. They explained that maintaining good records showing the strictly passive nature of the business creates a strong defense if the IRS questions your lack of salary.
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Lucas Kowalski
Just wanted to follow up - I decided to try taxr.ai after seeing this thread, and it was actually super helpful for my situation. I didn't realize how important it was to document everything properly before taking distributions from my investment S-Corp! The analysis showed me that I needed to be careful about the accumulated earnings in my case, but confirmed I could take distributions without salary since there was literally no service being performed. They even provided template language for my corporate minutes that specifically addressed why reasonable compensation wasn't applicable. Would definitely recommend for anyone in a similar situation!
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Charlie Yang
If you do end up having issues with the IRS questioning your S-Corp distributions, don't waste time with the regular IRS phone lines. I spent WEEKS trying to get through to talk to someone about my S-Corp issue last year. I finally used a service called Claimyr (https://claimyr.com) that got me through to an actual IRS agent in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c - basically they navigate the phone tree and wait on hold, then call you when they reach an actual person. When I finally got connected, the agent was able to explain exactly what documentation they needed to see that my S-Corp distributions were legitimate. Saved me so much stress compared to trying to interpret the vague guidance on the IRS website.
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Grace Patel
•How does Claimyr work with the callback system? Last time I tried calling the IRS, they just offered a callback option but then never called back. Does this service somehow bypass that?
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ApolloJackson
•Sounds too good to be true. The IRS phone system is deliberately designed to be impenetrable. I've literally called over 30 times about my S-Corp issue and never reached anyone. Hard to believe any service could actually get through.
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Charlie Yang
•They work with the callback system by securing your place in line and handling all the initial verification questions. When the IRS is ready for the callback, Claimyr connects you directly with the agent. They basically manage the whole process so you don't have to deal with the waiting or the system timing out. I was super skeptical too before trying it. What convinced me is they don't charge if they can't get through. I had called the IRS 15+ times myself with no luck. They got me through on the first try, and the agent was actually knowledgeable about S-Corp distribution rules. The time savings alone was worth it, considering I was able to resolve my issue in one call instead of weeks of frustration.
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ApolloJackson
I owe everyone here an apology. I was the skeptic who doubted Claimyr would work for reaching the IRS. Well, I tried it yesterday out of desperation with my S-Corp distribution issue, and I'm still shocked it actually worked. Got connected to an IRS business tax specialist in about 35 minutes. The agent confirmed exactly what others here were saying - since my S-Corp only generates passive investment income with no services being performed, taking distributions without salary was appropriate. She even emailed me the specific IRS guidance that addresses this situation. After months of uncertainty and stress, I finally have written confirmation from the IRS about how to handle my distributions. Totally worth it.
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Isabella Russo
An important thing to consider is whether your S-Corp might be subject to the excess net passive income tax. If your corporation has accumulated earnings and profits from C-Corporation years AND passive investment income exceeding 25% of gross receipts, there's a special tax. This tax is calculated as the highest corporate tax rate (currently 21%) multiplied by the excess net passive income. If this happens for three consecutive years, your S-Corp election could be terminated. Since your entity seems to have ONLY passive income, this might be a concern worth exploring before taking distributions.
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James Johnson
•Thanks for bringing this up - the S-Corp was never a C-Corp, so there aren't any accumulated E&P issues to worry about. But I definitely need to keep an eye on the passive income percentages. Does investment income from T-bills, dividends and capital gains ALL count as passive for this calculation?
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Isabella Russo
•Yes, all of those types of income (T-bill interest, dividends, and capital gains) count as passive investment income for the S-Corp excess passive income tax calculation. Since your S-Corp was never a C-Corp, you don't have accumulated E&P, which means you won't face termination of S status from having excess passive income. However, having primarily passive income can still attract IRS attention, so maintaining thorough documentation about the intended purpose of the entity is still important when taking distributions without salary.
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Rajiv Kumar
Have you considered whether it might be easier to just dissolve the S-Corp entirely? Since it's just holding investments, you could potentially move everything to a single-member LLC or even just hold the investments personally. I had a similar "dormant" S-Corp I was maintaining for years and eventually realized I was spending more on annual filing fees and tax prep than I was gaining from any tax advantages.
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Aria Washington
•Be careful with dissolving though - that can trigger a taxable event depending on how the assets are distributed. I dissolved my investment S-Corp last year and got hit with some unexpected capital gains taxes on appreciated securities.
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Carmen Vega
This is a really nuanced situation that highlights an important distinction many people miss about S-Corp reasonable compensation rules. Since your entity is truly passive with no services being performed, you're likely in good shape to take distributions without salary. The key is documentation. I'd suggest drafting corporate minutes that clearly state: (1) the corporation was formed solely as a passive investment vehicle, (2) no shareholder services are performed that would warrant compensation, and (3) all income is derived from passive investments requiring no labor or expertise. One practical tip - consider taking distributions gradually rather than all at once. This creates less of a "red flag" appearance and gives you time to see how the IRS responds to your tax filings. Also, make sure your distributions don't exceed your stock basis, as anything over basis becomes taxable as capital gains. Given the complexity and the dollar amounts involved, you might want to run this by a tax professional who specializes in S-Corp issues. They can review your specific fact pattern and help ensure you're documenting everything properly to support your position if questioned.
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AaliyahAli
•Great advice on the documentation and gradual distribution approach! I'm curious about the stock basis limitation you mentioned. Since this S-Corp has been accumulating investment income for years without any distributions, would the basis automatically include all the retained earnings from interest, dividends, and capital gains? Or do I need to track this separately somehow? Also, when you say "tax professional who specializes in S-Corp issues" - should I be looking for someone with specific credentials, or just a CPA with S-Corp experience? I want to make sure I get the right expertise given the passive nature of this entity.
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