Incorporating as a C Corp: Is the Tax Savings from Qualified Small Business Stock (QSBS) Worth It?
- Jordan Rodriguez
- Sep 11, 2024
- 3 min read
When purchasing a business, particularly in industries like manufacturing, many business owners explore the tax advantages of incorporating as a C Corporation to qualify for the Section 1202 Small Business Stock (QSBS) exclusion. Under this provision, shareholders of qualified small business stock can exclude up to 100% of their capital gains upon the sale of the stock if certain criteria are met, making this option highly attractive for long-term business owners.
However, the key question becomes: Does the tax savings from the QSBS exclusion at the time of sale outweigh the higher tax burden of operating as a C Corporation during the holding period?
Let’s break this down using a practical example and analyze the tax implications of choosing a C Corporation structure versus an S Corporation structure.
What Qualifies as a Small Business Under Section 1202?
To qualify for the QSBS exclusion, certain criteria must be met:
In industries like manufacturing, which are typically capital-intensive and operationally active, many companies meet these requirements, making them prime candidates for QSBS benefits.
Scenario: Purchasing a Manufacturing Business
Let’s assume you purchase a manufacturing company in Cleveland, OH for $3 million and project annual profits of $500,000. You want to know whether structuring the business as a C Corporation to take advantage of QSBS will provide enough tax savings to offset the taxes you’ll pay along the way, compared to an S Corporation.
You’ve decided to pay yourself a W-2 salary of $200,000 and distribute the remaining $300,000 of annual profit as dividends (in the case of a C Corp) or pass-through income (in the case of an S Corp).
C Corporation Taxes (Double Taxation)
In a C Corporation, profits are subject to double taxation—once at the corporate level and again when distributed as dividends:
Corporate tax rate: 21% on the $500,000 annual profit:
500,000×0.21=105,000
After corporate taxes, $395,000 is left for distribution.
Dividend tax: When the remaining $395,000 is distributed as dividends, you pay the following taxes:
Qualified dividend tax (15%): 395,000×0.15=59,250
Net Investment Income Tax (3.8%): 395,000×0.038=15,010
Total dividend taxes: $59,250 + $15,010 = $74,260
Total tax liability for the C Corporation:
Corporate tax: $105,000
Dividend tax: $74,260
Total tax liability: $179,260
S Corporation Taxes (Pass-Through Entity)
In an S Corporation, the profits are taxed only once at the personal income level. Here's how the taxes break down:
W-2 Salary (same as C Corp):
Payroll taxes (FICA): $15,300
Federal income tax: $37,980
Ohio state tax: $7,980
Cleveland local tax: $5,820
Total salary-related taxes: $67,080
Pass-through profits: The remaining $300,000 is subject to personal income taxes at the owner’s federal and state rates:
Federal income tax (24%): 300,000×0.24=72,000
Ohio state income tax (3.99%): 300,000×0.0399=11,970
Cleveland local income tax (2.5%): 300,000×0.025=7,500
Total pass-through taxes:
Federal: $72,000
Ohio: $11,970
Local: $7,500
Total pass-through tax: $91,470
Total tax liability for S Corporation:
Total salary-related taxes: $67,080
Total pass-through taxes: $91,470
Total tax liability: $158,550
Comparison of Tax Liabilities
C Corporation tax liability: $179,260
S Corporation tax liability: $158,550
In this example, the S Corporation results in $20,710 less in total taxes per year compared to the C Corporation, due to the double taxation on dividends in the C Corp.
Breakeven Sale Price for C Corporation
While the C Corporation has a higher annual tax burden, the QSBS exclusion can offset these higher taxes upon the sale of the business. To offset the additional taxes paid as a C Corporation, the breakeven sale price would need to be at least $3.44 million. This means you would need to create at least $440 thousand of value for the tax savings from the QSBS exclusion to offset the additional taxes paid during the holding period as a C Corporation.
Conclusion: Is the Qualified Small Business Stock (QSBS) Benefit Worth It?
In this scenario, the C Corporation has a higher annual tax burden compared to the S Corp, but the QSBS exclusion can provide significant tax savings upon the sale of the business. If you expect the business to appreciate and eventually sell for more than $3.44 million, the C Corporation structure can offer substantial long-term benefits despite the higher taxes paid along the way.
However, if you plan to regularly distribute profits or anticipate a more modest sale price, the S Corporation structure may be more tax-efficient due to the lack of double taxation.
As always, the decision depends on your business goals, income needs, and expected growth. Consult with a tax professional to determine the best structure for your unique situation.
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