Guide · S Corp Owner Salary
Reasonable compensation for an S corp owner
There is no safe harbor and no percentage rule, whatever you read online. What the IRS actually weighs, what happened to the people who got it wrong, how to set a number you can defend, and how it interacts with the QBI deduction and your retirement plan.
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The short answer
If you work in your S corporation, you have to pay yourself a wage before taking distributions. The wage has to be reasonable for the work you actually do. There is no formula in the law, no percentage that is automatically safe, and no dollar threshold below which the IRS stops looking.
The reason people push the number down is simple: wages carry payroll tax and distributions do not. The reason that backfires is equally simple. When the IRS decides your salary was too low, it reclassifies distributions as wages and assesses the payroll tax, plus penalties and interest, usually across several years at once.
The 60/40 split you have seen on social media is a rule of thumb somebody invented, not law. It is not a safe harbor, it has no statutory basis, and relying on it as a defence does not work.
The test
What the IRS actually weighs
There is no formula, but the factors are well established and consistent across cases. The question is always what you would have to pay someone else to do what you do.
- Your training, experience and qualifications
- Your actual duties and responsibilities, which is usually several roles at once in a small company
- The time and effort you devote to the business
- What comparable businesses pay for comparable work in your market
- What the company pays non-shareholder employees
- The company’s dividend and distribution history
- Whether there is a compensation agreement, and whether it is followed
- The timing and manner of bonuses
- Whether the company uses a formula to set compensation
The weighting shifts by case. The factor that moves most often is the gap between what you pay yourself and what you pay someone doing less.
Consequences
What happens when it is wrong
The best known case involved an accountant who paid himself a $24,000 salary while taking far larger distributions from his practice. The court upheld reclassifying roughly $91,000 of those distributions as wages, with the payroll tax, penalties and interest that follow.
What makes reclassification expensive is not the rate, it is the arithmetic of multiple years. An examination rarely looks at one.
| As filed | After reclassification | |
|---|---|---|
| Salary | $30,000 | $90,000 |
| Distributions | $120,000 | $60,000 |
| Wages subject to payroll tax | $30,000 | $90,000 |
| Additional payroll tax, one year | roughly $9,000 | |
| Across three years, plus penalties and interest | $30,000 or more |
Illustrative, using combined employer and employee Social Security and Medicare rates on the reclassified amount below the wage base. Your own exposure depends on the amounts, the years and the penalties asserted.
There is a second cost people forget. An artificially low salary also lowers your Social Security earnings record, your retirement plan contribution room and, in some cases, your QBI deduction.
Method
How to set a number you can defend
Write down what you actually do
In a small company an owner is usually three or four jobs. Operator, salesperson, manager, and whatever the technical work is. List them with rough hours.
Price each role at market
Use published wage data for your occupation and geography, such as Bureau of Labor Statistics occupational wage figures, and keep a copy of what you used. The documentation matters as much as the number.
Blend by time spent
If you spend 60 percent of your time on technical work at $90,000 and 40 percent managing at $70,000, the blended figure is $82,000. That is an argument, which is more than most owners have.
Sanity check against the business
A reasonable salary cannot exceed what the company can actually pay, and a company with thin profit supports a lower number. Document that too.
Write it down once a year, before you set payroll
A one-page memo with the roles, the data source and the conclusion, dated before the year it applies to. That document is the difference between a position and a guess.
The other direction
Why too low can also cost you
Owners optimise the salary down because payroll tax is visible. Three things push the other way.
Retirement contributions
Employer retirement contributions are generally based on W-2 wages. A $30,000 salary caps what you can put into a solo 401(k) or SEP far below what an $80,000 salary allows. For owners saving seriously, the payroll tax saved is often less than the deduction lost.
The QBI deduction
The qualified business income deduction can be limited by reference to W-2 wages paid, particularly at higher income levels. Driving wages to the floor can reduce the deduction by more than the payroll tax it saved.
Social Security credit
Your eventual benefit is based on your earnings record. Twenty years of artificially low wages is a permanently smaller benefit, and that is not recoverable later.
Which is why this is a calculation, not a minimisation. The right number is usually higher than owners want and lower than they fear.
Avoidable
Common mistakes
Paying nothing at all. An owner who works in the business and takes only distributions is the clearest case there is. If the company is profitable and you work in it, there has to be a wage.
Using a percentage because someone online said so. No percentage is a safe harbor. A 60/40 split at $400,000 of profit produces a salary that is hard to defend in most occupations.
Setting it once and never revisiting. The salary that fit when profit was $70,000 does not fit at $300,000. Revisit annually, before payroll is set.
No documentation. The number may be perfectly reasonable, but without the memo and the wage data behind it you are arguing from memory years later.
How we help
What this costs
An annual reasonable salary review is included in our Company plan at $299 a month, which also covers the bookkeeping, payroll accounting, your 1120-S or 1065 and one owner’s 1040. Setting up the S corp election and payroll together is $350 once. All on the pricing page.
If you have been running a low salary for a few years and want to know your exposure before anyone asks, that is a sensible conversation to have in the autumn, when there is still time to adjust the current year.
We reply within one business day, and a named CPA signs every return.
Questions
Frequently asked
What is reasonable compensation for an S corp owner?
What you would have to pay someone else to do the work you actually do, judged on your training and experience, your duties, the time you devote, what comparable businesses pay, what you pay other employees, and the company’s distribution history. There is no formula in the law and no percentage that is automatically safe.
Is the 60/40 rule real?
No. Sixty percent salary and forty percent distributions is a rule of thumb somebody invented. It has no statutory basis, it is not a safe harbor, and it does not work as a defence. At higher profit levels it produces salaries that are difficult to justify.
What happens if my S corp salary is too low?
The IRS can reclassify distributions as wages and assess the payroll tax, plus penalties and interest, usually across several years at once. In one well-known case an accountant paying himself $24,000 had roughly $91,000 of distributions reclassified as wages.
Can I pay myself nothing if the company had a loss?
If there genuinely was no profit and no ability to pay, a zero or minimal salary can be supportable, and you should document why. What does not work is taking distributions while reporting no wages.
How do I document reasonable compensation?
A short annual memo listing the roles you perform with rough hours, the market wage data you used for each, the blended result, and a note on what the business could afford. Dated before the year it applies to, and kept with your tax records.
Does a low salary affect my retirement contributions?
Yes. Employer retirement contributions are generally based on W-2 wages, so a low salary caps what you can contribute to a solo 401(k) or SEP. For owners saving seriously, the deduction lost often exceeds the payroll tax saved.
How often should I review the number?
Once a year, before payroll is set for the new year. The salary that fit at $70,000 of profit does not fit at $300,000, and revisiting it is far easier than defending a stale number later.
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Alexander Mungov, CPA
Founder and principal, M2 CPA
Alexander Mungov is a Certified Public Accountant and the founder of M2 CPA, which serves small businesses and federal contractors remotely, nationwide, with published prices and a named CPA on every engagement.
He spent twelve years at the Defense Contract Audit Agency before founding the firm. More about Alex.
General information on reasonable compensation for S corporation shareholder-employees, not advice on a specific salary determination. The reclassification example is illustrative and uses rounded figures. Case description is a summary of a reported decision. Your own number depends on your occupation, duties, market and the company’s results; take advice on your facts before relying on any figure here.
Who does the work, and who signs it
Every close and every return is reviewed and signed by a licensed US CPA. Not a bookkeeper, not an account manager, not a rotating team. One licensed person is accountable for the result and you can look the license up yourself.
A named CPA signs
Alexander Mungov, CPA, Colorado license CPA.0030131. Verify it any time through the Colorado DORA license lookup.
A fixed fee, in writing
You get the number before any work starts. It does not change unless the scope does. No hourly surprise at the end.
Your books stay yours
Everything is kept in your own QuickBooks, under your login. If you leave, you take all of it, because it was always yours.
Not sure your salary would hold up?
Tell us your occupation, roughly what the company earns, and what you have been paying yourself. We will tell you whether the number is defensible and what documentation it needs.
