LLC vs. S corp: legal entity vs. tax election
An LLC is a legal entity you form with a state. A single-member LLC is taxed like a sole proprietorship by default: profit goes on Schedule C and is subject to self-employment tax. The IRS sets the self-employment tax rate at 15.3%: 12.4% Social Security, up to the annual wage base, plus 2.9% Medicare.
An S corporation is a tax status. An LLC or corporation elects it on Form 2553. The business files Form 1120-S. You become an employee and receive a salary through payroll. Remaining profit passes through to you and is not subject to self-employment tax.
The S corp benefit comes from that split. The cost is payroll, a separate business return, stricter bookkeeping and, in some states and cities, entity-level taxes or fees. For a general comparison, see LLC vs. S corp.
Why inventory changes the S corp math
Inventory is not deducted when you buy it. Its cost becomes cost of goods sold when the goods sell. Freight-in and import duties are part of that cost under Treas. Reg. 1.471-3. That creates gaps a service business does not have:
- Profit can exceed cash. A seller who buys heavy inventory in December may show high taxable profit with little cash in the bank.
- Salary needs cash. An S corp must run payroll and deposit payroll taxes on schedule, even in a month when cash is tied up in stock or held in platform reserves.
- Distributions need basis and cash. Taking distributions without tracking basis and cash flow leads to problems at tax time.
- Seasonality. Q4-heavy sellers often need a salary schedule that matches when cash actually comes in.
See inventory and COGS for small businesses and tariffs, landed cost and COGS.
When an S election can make sense for an online seller
- Profit, after cost of goods sold, is steady and expected to continue.
- You work in the business and can pay yourself a reasonable salary from cash flow.
- The employment tax difference is clearly larger than payroll, return preparation and any state or local costs.
- Your books are clean enough to support a separate business return.
It often does not fit yet when profit swings widely, most cash goes back into inventory, or you plan to raise outside capital from investors who need a C corporation.
Watch the interaction with the qualified business income deduction (Section 199A). The IRS says amounts received as reasonable compensation from an S corporation are not qualified business income, so a salary can shrink that deduction.
Reasonable compensation and accountable plans
Reasonable compensation. The IRS says an S corp must pay reasonable compensation to a shareholder-employee for services before non-wage distributions, and may reclassify distributions as wages. Factors include training and experience, duties and responsibilities, and time devoted. See IRS S corporation compensation and medical insurance issues and our guide to S corp reasonable salary.
Accountable plan. Once you are an S corp employee, the business reimburses your home office, phone and mileage through a written accountable plan rather than you deducting them personally. See S corp accountable plan.
Health insurance. For a more-than-2% shareholder, health premiums paid by the S corp are reported as W-2 wages and may then be deductible on your personal return if IRS conditions are met.
Illustrative example: sole proprietor vs. S corp
Illustrative example only. These are made-up numbers, not a client result or a projection of savings.
An online seller has $120,000 of net profit after cost of goods sold and expenses.
- As a single-member LLC (default): self-employment tax applies to 92.35% of profit, about $110,820. At 15.3%, that is about $16,955.
- As an S corp paying a $60,000 salary: Social Security and Medicare on the salary, employer and employee shares combined, are about $9,180. The other $60,000 passes through without employment tax.
The gap of about $7,775 is before payroll service costs, state unemployment tax, the cost of a separate Form 1120-S, any state or local entity taxes, and income tax effects such as a smaller QBI deduction. Those can shrink it a lot. A $60,000 salary also has to be reasonable for the work and payable from cash, which an inventory-heavy year may not allow. Your result depends on your facts.
How it works with us
Best for: profitable online sellers on Shopify, Amazon, Etsy or TikTok Shop asking whether to elect S corp status, and S corp owners unsure their salary and books are right. We work with clients nationwide.
- Free initial consultation. Share your profit, inventory and cash picture.
- Fees quoted upfront, in writing. Transparent, fair fees in an engagement letter before work starts.
- Run the numbers. We compare structures using your actual profit, cash flow and state, and set a defensible salary.
- Set it up. We file Form 2553 if it fits, then set up payroll and an accountable plan.
- Ongoing. We prepare your Form 1120-S and keep salary and distributions in line through the year.
Business structures for online sellers
| Structure | How it is taxed | Admin | Fits when |
|---|---|---|---|
| Sole proprietor (no entity) | Schedule C. Self-employment tax on all net earnings | Lowest. No separate return | Testing a product or side income, low liability risk |
| Single-member LLC (default) | Same as sole proprietor (disregarded entity) | State formation and annual fees | You want liability separation and profit is still modest or uneven |
| Multi-member LLC (partnership default) | Form 1065. Owners get K-1s and pay self-employment tax on their shares | Partnership return, operating agreement | Two or more owners |
| LLC or corporation taxed as an S corp | Form 1120-S. Owner salary through payroll; remaining profit passes through without self-employment tax | Payroll, reasonable salary, separate return, tighter books | Steady profit that supports a reasonable salary and covers the added costs |
| C corporation | Form 1120. 21% federal corporate tax, then tax on dividends paid out | Separate return, corporate formalities | Raising outside investment or keeping profits in the business; get advice first |
Expert CPAs. Personal attention.
Wondering if an S corp fits your store? Bring your profit and inventory numbers to a free initial consultation and run them with a CPA.
Frequently asked questions
Sources
- IRS: Instructions for Form 2553
- IRS: S corporation compensation and medical insurance issues
- IRS: Self-employment tax (Social Security and Medicare taxes)
- IRS: Qualified business income deduction (Section 199A)
- Treas. Reg. 1.471-3: Inventories at cost
- IRS Publication 334: Tax Guide for Small Business
General information as of October 18, 2026. Tax rules change; talk to a CPA about your situation.