West Virginia S Corporation
Advantages and Disadvantages

West Virginia S Corporation

West Virginia S Corporation and Asset Protection

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 West Virginia 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).

West Virginia 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 improved.

  • 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.

West Virginia's 2008 Business Tax Climate Ranks 37th

West Virginia ranks 37th in the Tax Foundation's 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 ranked as follows: Pennsylvania (27th), Ohio (46th), Virginia (14th) and Kentucky (36th).

West Virginia's Individual Income Tax System

West Virginia's income tax system is composed of five brackets with a top rate of 6.5%, kicking in at an income level of $60,000. Among states with personal income taxes, West Virginia's top rate ranks 20th highest nationally. West Virginia's 2005 individual income tax collections were $646 per person, which ranked 33rd highest nationally.

West Virginia's Corporate Income System

West Virginia's corporate tax structure consists of a flat 8.75% rate on all corporate income. Among states that tax corporate income, West Virginia's corporate rate ranks 11th highest nationally. In 2006, state-level corporate tax collections (excluding local taxes) were $293.12 per capita, which ranked 4th highest nationally.

West Virginia's Sales Tax Rate above National Median

West Virginia's state and local sales tax rate stands at 6%, which exceeds the national median of 5.4%. In 2005, state and local governments combined collected $1,225 per capita in general sales taxes, which ranks 25th highest nationally. West Virginia's gasoline tax stands at 31.5 cents per gallon, which ranks 13th highest nationally. West Virginia's cigarette tax stands at 55 cents per pack of twenty and ranks 39th highest nationally. The sales tax was adopted in 1933, gasoline tax in 1923, and the cigarette tax in 1947.

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