Paying You: How to Pay Yourself When You’re the Business Owner

Freelance consultants and business owners dedicate a considerable chunk of mental bandwidth to thinking about how to generate business, because the top line matters. We think a lot about making money, but we may not devote much time to thinking through the mechanics of paying ourselves once the money arrives.

Sole Proprietors and single person LLC owners may consider the self-payment process a no-brainer—as invoices are paid, one simply deposits the money into the business bank account. But like so may actions that seem easy at first glance there is usually a right way, a smart way, to pay oneself as a self-employed person.

So—are you on your business’ payroll or do you take payments from your business in the form of owner draws? Do you and your business partners take guaranteed payments (salary)?  Are you paying yourself too much or not enough? How can you tell? Also, where in your business financials are the payments recorded?

Business type Payment Tax return Payroll Tax

Sole Proprietor Owner’s draw         1040/ Sched. C     Yes                                

Single LLC Member draw 1040/ Sched. C Yes

Multi LLC Member share 1040/ Sched. K-1 Yes

S Corporation Dividend/ wage 1040/ Sched. K-1 Yes

C Corporation Dividends 1040 dividends not on dividends

Sole Proprietor

Business owners and Freelancers who adopt this, the default business structure, pay themselves through an owner’s draw, i.e., the amount of money taken from business earnings, after expenses and taxes, by the owner for his/her personal use. The payment is called a draw because money is drawn out of the business.

Sole Proprietors usually take draws by writing a check to themselves from their business bank accounts. Smart Sole Proprietors will then deposit that check into a personal bank account and avoid co-mingling business and personal funds, a practice that inevitably leads to accounting and tax complications. The owner’s draw doesn’t affect business taxes because the net income has already been taxed. The draw is also not a business expense. From an accounting and tax perspective, the owner’s draw is income distribution. Owner draws are recorded on the Balance Sheet.

Limited Liability Company (LLC)

LLC owners, who are known as members, are not (always) considered employees of the entity and therefore they do not (always) take a salary as would an employee. LLC members, especially single member entities, usually pay themselves with a member’s draw, which is taken from the member’s capital account (business bank account). Multiple owner LLCs are considered to be partners in the business and pay themselves with a member’s share distribution, also taken from the member’s capital account. 

While members may periodically draw from their capital account, a draw is in reality an early withdrawal of anticipated year-end profits, a goal that is perhaps at top-of-mind at multi-member LLCs. Whenever a member receives a draw during the year, his/her capital account decreases, but if the business shows a profit at the end of the year, the member’s capital account will increase in accordance with the percentage of ownership. If a member owns 25 % of the LLC, then s/he can expect to receive 25 % of year-end profits. Single member LLCs own 100 % of the entity and are entitled to 100 % of the profits. Member draws are recorded on the Balance Sheet.

A working member in a multi-member LLC has the option of either receiving a guaranteed salary amount as an LLC employee, or paying oneself with a member’s share distribution, as will a single member LLC owner. Members who are strictly silent partner investors and do not work in the business are not entitled to period draws, but will receive their member’s distribution of profits in accordance with their ownership percentage at the end of the tax year. 

The member salary, known as a guaranteed payment, is not based on the percentage split agreed upon in the LLC operating agreement but based on the work the member performs in the business. Unlike member distributions, guaranteed payments are recorded on the Profit & Loss (Income) Statement and are taken from business profits.

The LLC must be diligent about filing the correct tax forms on behalf of members and maintain accurate accounting histories for everyone throughout the year, to reflect member payment choices. Members paid as LLC employees must file IRS Form W-4 to calculate the amount of payroll tax withholding taken from from each paycheck. The member is then treated as a W-2 employee of the LLC. If the member is paid as an Independent Contractor, then s/he must file IRS Form W-9 with the LLC and the LLC must file IRS Form 1099-MISC by the end of the year. All member draws or distributions are deducted from the amount of profits assigned to the capital accounts, based on ownership percentages.

Corporations

An S Corporation is in reality either an LLC or C Corporation that has elected for special tax treatment with the IRS. S Corp income, losses, deductions and credits pass through to its shareholders’ personal IRS Form 1040. Shareholders then report the business’s income and losses on form 1040 and are taxed at their individual income tax rates. C Corps are subject to double taxation—a separate corporation tax and when dividends are paid to shareholders, that amount is recorded on IRS 1040 (but there is no payroll tax).

S and C Corporation owners who work in the business pay themselves a regular “salary” and also distribution payments. S Corp owners are usually employees of the business. Owners who work as employees must be paid a “reasonable salary” before profits (dividend distributions) are paid and the salary is subject to payroll taxes. The IRS has guidelines that define a reasonable salary, based on job responsibilities. Salaries are generally taken from business profits.

Owners of C Corps can elect to pay its shareholders a cash dividend, which is a distribution of company profits. However, the C Corp board may choose to retain either the entirety or some portion of business net profits and decline to pay a dividend in a given quarter or year. If a dividend is paid, that amount is added to income reported on the shareholder’s personal IRS Form 1040. The company records dividend payments on the Balance Sheet.

S corporation owners have been known to request that their corporations pay them little or no salary, since salaries are taxed, and instead take payments as dividend distributions, which are not taxed. The IRS has stepped up enforcement on this issue and in 2000 audited thousands of S Corps whose owner the IRS concluded had received a suspiciously low salary and very generous dividend distribution, in an apparent attempt to evade payroll taxes by disguising their salary as corporate distributions.

Thanks for reading,

Kim

Photograph: Pay day on a U.S. Navy cruiser (1942)

LLC vs. S Corp: Which One for Your Company?

At any point in the life of your business venture, you may choose to create for it a separate legal entity.  Creating a separate entity is essential for those businesses where the potential for liabilities associated with normal operations is an issue.  There are also potential tax advantages that derive from the establishment of a separate business entity.

There are two categories of business legal entities: corporations, Chapter S and C, and Limited Liability Company (LLC). Corporations are tax structures and are regulated by the federal government through the IRS.  LLCs are created and governed by the states.

Founded in the state of Wyoming in 1977 and now available in all 50 states plus Washington, D.C., the LLC is a comparatively more lenient structure than either the S or C Corporation and for this reason, it is the preferred entity for the majority of small businesses and Solopreneurs.  Unlike the S Corp, LLC members, as they are called, are unrestricted in number and are not required to be U.S. citizens nor must they reside here, with the exception of the Registered Agent, who receives official correspondence such as tax and legal documents on behalf of the entity and must reside in the state where the LLC was formed and operates.

Multi-owned LLCs are advised to develop an operating agreement (not required in all states) that along with the percentages of member ownership also specifies member titles and responsibilities, such as Managing Partner and Registered Agent.

In the LLC, whether single or multi-owned, all business income and expenses “pass through,” meaning they are reported on the members’ tax forms.  There is no double taxation of business and personal income for single-owner LLCs, but multi-owner LLCs must file U.S. Form 1065 Return of Partnership Income to report profits and losses.  All LLC owners must pay the self-employment tax, due quarterly (multi-owners pay on their share of entity ownership).

Real estate investors will find that the LLC is the only available legal entity option that allows passive income (rents) to exceed 25% of gross annual revenues.  A big added bonus of real estate LLCs is the ability to create a separate LLC for each property owned, thereby shielding the owner(s) and other properties held from cross-liabilities.

A drawback for owners who plan to attract investment partners (as opposed to those partners who operate the business) is the lack of stock, preferred or otherwise, and this represents a deal-breaker for venture capitalists, who do not invest in businesses structured as LLCs.  Even smaller investors prefer stock certificates to LLC member shares.  A positive for this structure is that it’s much less expensive to set up than are corporations, costing just a few hundred dollars for the filing (plus the initial set-up fee charged by your accountant or attorney).

If you are considering establishing a legal structure for your business, consider your plans for business growth and also your exit strategy as you do.  Growth may cause you to seek money partners, which could point you in the direction of the S Corp.  If you see venture capital or an IPO in your future, then only a C Corp will do.  If you might want to sell your company to employees as your exit strategy, or if attracting key C Suite level talent to your team would also point you toward the corporate structure, so that stock can be offered as an incentive.  If some of your business partners live outside of the U.S., or if acquiring real estate holdings is your business model, then only the LLC will be allowed.

It is strongly recommended that you consult with a business attorney or accountant before you file legal entity paperwork at the Secretary of State’s office.

Thanks for reading,

Kim

Business Structure Face Off: S Corp vs. LLC

Whether you are preparing to launching a new venture or you’ve been operating as a Sole Proprietor (Sole Trader in the U.K.) for a few years, you may decide to establish a business legal entity for the enterprise. The benefits of creating a business legal entity, whether you operate as a Solopreneur or participate in a partnership that consists of independent professionals who occasionally collaborate (like dentists or physicians) or co-owners who run a business together, are:

1.) protection of business assets from (certain) financial liabilities

2.) reduced tax liability

Entrepreneurs and Solopreneurs who have no worries about legal actions that might arise from bankruptcy or other business debts (or client litigation) may comfortably operate as Sole Proprietors.  Business owners of any kind, plus the self-employed, may at some point decide to organize their venture as a corporation (either the original C Corporation or subchapter S Corporation) or a Limited Liability Company (LLC).

FYI in the U.S., corporations are tax structures that are overseen by the IRS (a federal entity) and LLCs are created and governed at the state level.  Application to form either entity is made at your state’s Secretary of State office or in Washington, D.C. at the D.C. Corporations Division.  In the U.K., business legal structures are obtained through and governed by your regional Companies House.

Regarding protection from financial liabilities derived from a business legal entity, actions that can be construed as negligence are considered to “pierce the corporate veil” and neither a C or S Corporation, nor an LLC, will shield negligent business owners.  But if the business goes into bankruptcy or serious debt, only business assets can be applied to cover those debts and if that amount is insufficient, the owner(s) will not be forced to use personal assets to pay what is owed.  Furthermore, the entity will not be liable for debts that exceed the value of the owner’s investment in that entity.  In other words, if an owner’s investment was $20K, that’s all the owner will be liable for, even if $30K is owed.

Now for a look at potential tax savings.  Unlike the older U.S. corporate structure, the C Corporation, there is no simultaneous tax of business and personal income in the S Corporation (i.e., no double taxation) and all the usual business deductions that you’ll find on IRS Schedule C  may be taken.  The S Corp allows owner(s) to pay themselves and all employees with W2 salaries, meaning that owners avoid the self-employment tax if it’s decided that you work for the corporation (instead of yourself).

A portion of what can be reasonably considered excess net profits can be paid to the owner(s) as a dividend distribution, in addition to the W2 salary, and the distribution is taxed at a much lower rate (from zero- 15%, depending on circumstances) than the W2 earnings.  This is one way that the rich get richer, Baby!

The owner’s salary must be considered reasonable for the industry, because the IRS will be looking.  Contact a savvy tax accountant so you’ll refrain from paying yourself $20K annually when $80K would be closer to the minimum for your industry and business Income Statement.  Shenanigans like that can cause the business to lose the S Corp status and land you in double-taxation-ville.

If business income is not so flush, your accountant may recommend that like a Sole Proprietor, S Corp owner(s) should choose the “pass through” tax format, where all income and expenses appear on the personal tax form(s) of the owner(s).  Be advised that partnership S Corps are taxed like a partnership and S Corps that elect the pass-through tax option will pay the quarterly self-employment tax on reported income.  Corporate taxes are filed no later than March 15, earlier than the rest of us.

In both the C and S Corp structure, the owner(s) is a stockholder, and multiple owners are assigned shares of company stock and receive a portion of business profits and losses according to their percentage of ownership. The S Corp allows only one class of stock.

On the downside, the rules for maintaining a corporate entity of either form are somewhat strict. S Corp owners must be citizens or residents of the U.S. and their number is capped at 100.  Every corporation is required to have a board of directors or officers (the owner and a Recording Secretary to take the annual meeting minutes, at least) and even solo corporation owners must hold an annual stockholder’s meeting.  Financial documents must be in good order. Minutes must be taken and kept on file.

Because there is only one class of stock allowed, those who plan to seek venture capital or take their company public must form a C  Corporation, so that the preferred stock that investors demand will be available.  Finally, the legal and accounting fees, as well as special state taxes where they apply, make the choice of either a C or S Corporation a four-figure annual commitment, so consider your choice of this option prudently.

Next week, we can resume the discussion with a look at the Limited Liability Company structure.

Thanks for reading,

Kim

 

Limited Liability Company — Should Your Business Be an LLC?

Going into business invariably entails lots of decision-making,  one of which will be to choose the legal structure of the business entity.  As you know there are three choices: Sole Proprietorship,  Limited Liability Company and Corporation,  typically S Corporation for Freelance consultants and small business owners.  Most Freelancers begin as Sole Proprietors and many remain there.  If business-related liability is not an issue,  then that is a perfectly acceptable choice.  About 70% of  US businesses are Sole Proprietorships.  However at some point in the life of your business,  perhaps as revenue and reputation grow,  it may be preferable to move beyond Sole Proprietor status.

At any time,  you may decide to operate your Freelance consultancy through an entity that limits your personal liability as the owner  (alone or in partnership),  decide that it’s worth the  $500.00 or so filing fee  (payable each year on renewal),  plus maybe three hours of attorney or accountant fees to make sure everything is done the right way.  Or maybe it’s not liability you’re worried about.  Maybe you feel that you’ll appear to clients and prospects more  “real”  and the legal structure is more marketing tool than liability protection.  Whatever your motive,  the matter of selecting your consultancy’s legal entity will present itself.  Should you structure your business as a corporation, or as an LLC? The answer to the question is— it depends.

Most Freelancers and small business owners are directed by their accountants and attorneys to the LLC.  It’s flexible and easy to set up and file.  Your state’s Secretary of State’s office will have a form online for you to inspect.  There may be one or several owners of the LLC,  but there must be a registered agent  (to receive mailings associated with the LLC entity)  who resides within the state.

A big advantage of organizing your business as an LLC is that you will receive protection from creditors of the business.  If the business owes money,  those to whom it owes money will not be able to come after personal property and other assets.   Moreover,  limited liability means that business owner(s) may not be held liable for debts that exceed their investment in the business.  For example,  if your investment in your Freelance operation is $5000.00 and you manage to incur business debts of $8000.00,  you are potentially liable for only the $5000.00.

Furthermore,  there is no separate business tax on the LLC.  All business income and expenses  “pass through”  to the owner(s) of the business,  who pay personal taxes only on the net profit,  based on the share of business ownership.  The owner of a single-entity LLC does not have to file a separate tax return for the business—all financial information is reported on form 1040.  Schedule C Profit and Loss for a Business must also be filed  ( you file schedule C also as a Sole Proprietor),  where one may deduct all of the allowable pre-tax business expenses,  i.e. advertising expenses,  travel and entertainment,  office supplies, etc.  You must also pay self-employment tax,  as do Sole Proprietors.

I was surprised to learn that an LLC can own property.  In fact,  if the property owned increases in value  (and it probably will),  your LLC will avoid the capital gains double taxation that regular corporations  (C Corporations)  would incur should the property be sold or the business entity liquidated.  Like business expenses and profit,  the capital gains would  “pass through”  to the owner(s).

One must be careful when doing business as a separate legal entity,  though.  Your LLC cannot become entwined with personal finances.  Keep your grocery store charges,  shopping sprees and personal vacations out of your business affairs.  Failing to do so will cause LLC status to be forfeited.  Moreover,   an LLC terminates if one of the owners retires,  resigns, dies or goes bankrupt  (remaining owners can form a new LLC).

The LLC works best in relatively straightforward businesses,  single- or multi-owner.  If your goal is to raise money to vastly expand your business,  then the business is advised to incorporate,  so that investors will have the security of holding stock certificates as proof of ownership stake in the business.  Ditto if you plan to take your company public.  I’ll be back next week with a look at incorporating your Freelance consultancy.

Thanks for reading,

Kim

Starting A Business? Consider Your Legal Entity Part II

The type of business that you are in will guide your choice of legal entity.  If you are a solo Freelance consultant, then operating as a Sole Proprietor is most likely appropriate. However,  if your business exposes you to liability, then it is highly recommended that you spend a few dollars and protect your assets by establishing a separate legal entity. Many business entities evolve as they grow, transforming from Sole Proprietorship to Limited Liability Company to Corporation.

LIMITED LIABILITY COMPANY

The  LLC is a relatively new option.  It creates a separate legal entity and may be used by a solo entrepreneur or a multi-owner business.  It is required that an EIN be obtained for the business and a certificate of organization be filed with the Secretary of State, along with a fee of about $500 paid annually.

There is no limit on the number of owner–partners in an LLC.  A certain degree of protection from liability is granted, as in an S Corporation.  It is highly recommended (but not required) that in a multi-owner LLC an operating agreement be written that names a managing partner and other specific partner roles and responsibilities.

Single owner LLC tax filing is similar to the Sole Proprietorship.  On April 15  you file schedules C and SE and form 8829 if claiming a portion of your home as an office. Quarterly estimated taxes are due on the 15th of January,  June and September reported on form 1040–ES.

Additionally,  an LLC with 2+ members must file form 1065, the informational Annual Return of Income.  Owner–partners file form 1040 with schedules E and SE,  plus estimated quarterly taxes on form 1040–ES.

Be advised that an LLC is dissolved in a bankruptcy or upon the death of a partner.  Include contingency plans in the partner’s agreement so you don’t find yourself in business with the spouse or children of the deceased, for example.

GENERAL PARTNERSHIP

A partnership is a non-corporate legal business entity that is formed by 2+ people (or entities) who desire to do business as co-owners.  GPs can be formed by individuals, corporations, estates or trusts.  This classification also includes joint ventures and syndicates.

A GP is not a separate legal entity,  so there is no requirement to register the partnership with the state.  Partners will be on the hook for any business liabilities, including unauthorized actions by partners who acted on behalf of partnership business interests.

Absolutely, write a partnership agreement.  Include the purpose,  goals,  partner contributions and responsibilities.  Management duties, decision making power, permissible and restricted business activities outside of the partnership and financial matters such as access to financial records and expense authorization should also be specified.

Moreover,  spell out how profits and losses will be distributed, the penalties for failing to fulfill responsibilities and contributions and the procedures to follow should a partner die.

Partners are taxed on the income/losses of the partnership on schedule  C, filed with their personal 1040, along with form 1040–SE self employment tax.  The partnership as an entity must file form 1065 Annual Return of Income on April 15.  Quarterly estimated taxes are due on the 15th of January,  June and September.

LIMITED PARTNERSHIP

This format is similar to the GP, with the exception that a partner(s) agrees to contribute resources to the business entity without becoming involved in its day to day affairs.  These are “silent partners”, often investors.

LPs have a share of ownership but neither operate nor manage the business or act officially on its behalf.  They have a liability to the business and its creditors that is proportional to what they have invested.  LPs and GPs receive a share of business profits/losses based on percent of ownership.  Again, it is recommended that an agreement for LPs be written.

As with  GP, form 1040 with schedule C and form 1040–SE will be filed on April 15 and quarterly taxes reported  on 1040–ES and filed on the 15th of January,  June and September.

More next week and thanks for reading!

Kim