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S Corp Reasonable Compensation

As an S Corp owner, the salary you pay yourself is not a number you get to pick freely. Pay too little and the IRS can recharacterize your distributions as wages, plus penalties. Pay too much and you hand back the savings. The job is finding the figure that is both defensible and efficient.

Real benchmarking data
Support kept on file for IRS challenges
S Corp Reasonable Compensation

The Short Version

  • If you own an S Corp and work in it, the IRS requires you to pay yourself a reasonable salary before taking distributions. Distributions get treated as wages to the extent your salary falls short.
  • "Reasonable" is based on what your role is actually worth: your duties, your hours, your experience, and what the business earns from your work.
  • Setting it too low is the most challenged S Corp issue. Courts have backed the IRS in reclassifying lowball salaries and charging the back payroll tax.

The IRS says payments to a shareholder who provides services must be treated as wages to the extent they are reasonable compensation for that work. An officer who does more than minor work for the company is an employee, and the company owes employment taxes on that pay. The distributions you take on top are fine — but only after the salary is real.

There is no fixed percentage in the law. The IRS weighs the facts, and the more the company's income traces back to your personal work, the higher the salary needs to be.

How the IRS Decides What Is Reasonable

Four factors the IRS weighs. None are fixed percentages — all are judgment calls we document:

Your Role in the Business

Your duties, hours, and responsibility. A working owner-CEO commands a different figure than a passive owner. What you actually do drives the baseline.

Training + Comparable Pay

Your training, experience, and what comparable roles pay in your industry and region. Public salary data, BLS wage tables, and industry benchmarks all matter here.

What You Pay Non-Owner Staff

What the company pays non-owner staff for similar work. If your senior developer earns $180K and you pay yourself $40K as CTO, that's a red flag by itself.

Personal Work vs Capital

How much of the company's revenue comes from <a href="https://www.irs.gov/businesses/small-businesses-self-employed/s-corporation-compensation-and-medical-insurance-issues" target="_blank" rel="noopener nofollow">your work versus equipment, capital, and other employees</a>. A one-person consulting practice = mostly you. An equipment-heavy operation = mostly capital.

How We Set and Support Your Number

1

Scope your role

We document what you actually do, your hours, and where the company's income comes from — because that is what a reasonable figure is built on.

2

Benchmark it

We compare against real compensation data for your role, industry, and region — so the number has support behind it rather than a round guess.

3

Document the basis

We keep the reasoning on file so if the salary is ever questioned, the answer is already written down. A short defensible memo beats a scramble later.

Why Owners Trust Dimov Tax

Owners come to us either to set this from the start or to fix a number they suspect is too aggressive. Both work.

$1.5B+
in tax savings identified for clients
63%
of clients return year after year
70+
tax and financial services under one roof
15+ yrs
of senior experience per engagement

How We Price the Analysis

Cost depends on whether we are setting compensation for one owner or several, how much benchmarking your role needs, and whether we are also handling payroll and the S Corp return. We quote after a short look at your role and the business.

Because we work your business and personal returns together, the number we set accounts for how the salary interacts with your qualified business income deduction, your retirement plan contribution room, and how health coverage for a more-than-2% shareholder is handled. A payroll service that only knows the salary cannot do that.

Quote after a short look. One number that holds up. Kept on file.

What Happens When It Is Set Too Low

A common move is to pay a small salary and run most of the profit out as distributions. It does not survive scrutiny. In the well-known Watson v. U.S. case, a CPA paid himself a $24,000 salary while taking far larger distributions. The courts treated a large share of those distributions as wages, and the back employment tax followed.

Calling a payment a distribution does not make it one if it was really pay for your work. When the salary is set too low, the IRS can adjust both the company and the owner's returns to move that money back into wages.

$24,000
Watson v. U.S. salary — reclassified by the court, back employment tax followed
Recharacterize
IRS can convert distributions → wages when your salary is unreasonably low
Back tax + penalty
employment tax you skipped + failure-to-deposit penalty + interest

Sources: IRS S-Corporation Compensation and Medical Insurance Issues; Watson v. United States

Signs Your Salary Needs a Second Look

A good fit if:

  • Your salary is a small fraction of your distributions AND most of the company's income comes from your own work
  • You set the figure once and have not revisited it as the business grew
  • You picked a round number with no benchmark behind it
  • You are a more-than-2% shareholder taking health coverage or retirement contributions
  • You cannot explain the salary in one sentence tied to your actual role

If you cannot explain the salary in one sentence tied to your actual role, it is the kind of number the IRS reclassifies. If you're still deciding on the S-corp election itself, see LLC taxed as S-corp or Convert LLC to S-corp.

Set a Defensible Salary

Tell us your role, your hours, and roughly what the business earns, and we will set a salary that holds up and leaves the distribution intact.

"If you have a tax question, whatever the least appealing answer would be, that's probably the right answer."
— George Dimov, CPA, Founder of Dimov Tax

Defensible in one sentence. Support kept on file, so a question later is a quick answer, not a scramble.

Reviewed by George Dimov, CPA

Founder of Dimov Tax

15+ years advising S corp owners on compensation and payroll.