Connecticut S Corporation
Advantages and Didadvantages



Connecticut S Corporation

Connecticut S Corporation Advantages and Didadvantages


S Corporation Definition-A corporation with 75 or fewer shareholders,that has elected and qualified for a special tax status with the Internal Revenue Service (IRS).



The main advantage associated with the S Corporation is that the income passes through to the shareholders, therefore avoiding a perceived double taxation of a C-Corporation.

Should I form a Connecticut S Corporation?

The S Corporation:

An "S Corporation" is a corporation that elects to be taxed under Subchapter S of the Internal Revenue Code (enacted in 1958 and periodically amended) and receives IRS approval of its request for Subchapter S status. As a legal entity (an artificial person), the S Corporation is separate and distinct from the corporation's owners (the stockholders). Under Nebraska incorporation law, there is no distinction between a C corporation and an S corporation.

Connecticut S Corporation
Advantages and Disadvantages

Advantages of the S Corporation:

  • The independent life of the corporation makes possible its continuation, and the relatively undisturbed continued operation of the business regardless of incapacity or death of one or more stockholders.


  • Fractional ownership shares are easily accommodated in the initial offering of stock.


  • The purchase, sale, and gifting of stock make it possible to have changes in ownership without disturbing the corporation's ability to conduct business.


  • The requirement that the corporation's finances and records be separate from the finances and records of stockholders reduces the risk of unrecognized equity liquidations.


  • With only a few exceptions, under the Subchapter S election for taxation as a partnership the S corporation pays no income taxes and corporation income or loss is passed through direct to the stockholders.


  • To the extent the corporate shield is maintained and other investments and savings of the stockholders are not at risk, the personal life of stockholders is simplified.


  • The annual meetings of stockholders and consultations with legal counsel can provide stimulus for improved communication within the stockholder group (often a family group) and can provide more comprehensive guidance for management.


  • Depending on the corporation's business record and the policies and practices of prospective lenders, access to credit and the ability to secure needed resources may be mproved.


  • Earnings representing "return on investment" (interest, rental payments, etc.) are not subject to self-employment tax as long as stockholder-employees receive adequate compensation for labor and management of the business.


Disadvantages of the S Corporation:

  • Lenders may require personal guarantees from corporate officers as a condition of supplying credit, thus negating the limitation of liability.


  • Conflicts or disagreements among the stockholders may immobilize decision making.


  • Restrictions on the sale of stock and/or buy-back agreements included in the bylaws may prevent minority stockholders from being able to recover the value of their investment in the corporation.


  • Through the processes of gifting and inheritance, stock ownership can become divided among many persons who are not active in the business and they may become a voting block that does not support needs and decisions believed desirable by managing stockholders.


  • Over time, corporation paid benefits for stockholder-employees may become costly and exceed the ability of the business to pay.


  • Employment benefits such as life insurance, health insurance, and housing costs are taxable income to stockholder employees with 2 percent or more stock ownership and to employees who are directly related to persons owning 2 percent or more of the corporation stock.


  • If appreciated assets are owned by the corporation and the corporation is dissolved, significant income taxes on the appreciation amount will be generated.




Connecticut’s 2011 Business Tax Climate Ranks 47th

Connecticut ranks 47th in the Tax State Business Tax Climate Index. The Index compares the states in five areas of taxation that impact business: corporate taxes; individual income taxes; sales taxes; unemployment insurance taxes; and taxes on property, including residential and commercial property. Neighboring states rank as follows: New York (50th), Massachusetts (32nd), New Hampshire (7th), Vermont (38th) and Rhode Island (42nd).

Connecticut's Individual Income Tax System

Connecticut's personal income tax system consists of three separate brackets with a top rate of 6.5% kicking in at an income level of $500,000. That top rate ranks 19th highest among states levying an individual income tax. In 2008, state-level individual income tax collections were $2,002 per person, which ranked highest nationally.

Connecticut's Corporate Income Tax System

Connecticut's corporate tax structure consists of a flat rate of 7.5% on all corporate income. Among states levying corporate income taxes, Connecticut's rate ranks 22nd highest nationally. In 2008, state-level corporate tax collections (excluding local taxes) were $153 per capita, ranked 20th highest among states that tax corporate income.

Connecticut Sales and Excise Taxes

Connecticut levies a 6% general sales or use tax on consumers, above the national median of 5.85%. In 2007 combined state and local general and selective sales tax collections were $1,424 per person, which ranked 21st highest nationally. Connecticut's gasoline tax stands at 41.9 cents per gallon (4th highest nationally), while its cigarette tax stands at $3.00 per pack of twenty (2nd highest). Additionally, Connecticut levies a 5.8% gross receipts earnings tax on oil companies, which is collected at wholesale. The sales tax was adopted in 1947, the gasoline tax in 1921 and the cigarette tax in 1935.


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