reasonable shareholder salary

Reasonable Shareholder Salary

Posted Saturday, December 30, 2023

Determining a reasonable shareholder salary and reasonable officer compensation is the murkiest part of running an S corporation. What the heck do I pay myself? Before we get into that, let’s discuss why a reasonable S Corp wage needs to be just above bar napkin quality and just below NASA precision. WCG CPAs & Advisors has been computing reasonable compensation for S corporations since 2007, and we believe we have it dialed in as well as anyone can.

Scattered throughout our website and book we’ve stressed that the only tax savings an S Corp provides is the reduction of self-employment taxes, and in the case of S corporation compensation we are talking about Social Security and Medicare taxes (payroll taxes). When your company, or any company, pays you $10,000 in shareholder wages, 7.65% is withheld from your pay check for the employee’s portion of payroll taxes. This is broken down into 6.2% Social Security and 1.45% Medicare. Your company must also pay 7.65% for a combined percentage of 15.3%.

Therefore, a $10,000 shareholder salary costs you $1,530 in additional taxes beyond income taxes. Said in a different way, if you pay yourself $90,000 when $80,000 could have been a reasonable shareholder salary, you just wasted $1,530. Even a $5,000 delta equates to $765. As such, your S Corp officer compensation needs to be reasonable, sure, but it also needs to be as low as reasonableness and not-so-common sense will allow.

As you go through this webpage, keep two simple things in mind. First, the word reasonable has an antithesis, and can be defined in the negative. In other words, while it is hard to define reasonable, we can confidently define what is unreasonable. Paying $5,000 in shareholder salaries on $100,000 in net business income (profits) for a one-person consultant S Corp is unreasonable. Most people would agree with that sentiment.

One more stab using different words to convey this concept- rather than eclipsing the reasonable threshold, perhaps view determining an S Corp salary as not wanting to trip the unreasonable wire.

To be certain, the IRS and others use the word reasonable, but they too cannot define what is precisely reasonable and then what is precisely not reasonable. While the sparring of reasonable and unreasonable presents as a binary situation with a winner and a loser, it is anything but binary.

Second, we encourage you to embrace the fluidity of reasonable shareholder salary. If you like straight lines and clean garages, this will bug you a bit. At the same time, when you always have the option to pitch an argument with reasonable salary calculations, or anything else in life, that puts you in a favorable position. So, you’re saying there’s a chance. Yes! We are!

S Corp Shareholder Payroll Processing

Before we go too far with theory, statistics and related whatnot, shareholder payroll processing is an important topic. First, it tends to blow people up initially on how it all works, where does the money go, etc. Second, it is absolutely required and therefore essential to your life as an S Corp shareholder. Here are some resources to help-

IRS S Corp Stats

Let’s jump right into some numbers first before going through reasonable S Corp salary theory developed from IRS revenue rules and tax court cases. The following table is a summary generated from IRS statistics on S corporation tax returns for the 2013 tax year. Yes, this is the most current (okay, that’s a lie… IRS released 2014 not too long ago but the data hasn’t shfited). No, we do not know why a room full of servers can’t crunch this in real-time. So here we are-

Gross Receipts Net Income Officer Comp Officer Comp %
Annual Receipts Per Return Per Return Per Return of Net Income
$25,000 to $99,999 62,552 6,672 8,871 57%
$100,000 to $249,999 168,051 22,194 22,786 51%
$250,000 to $499,999 365,476 37,732 43,158 53%
$500,000 to $999,999 720,013 58,351 67,474 54%
$1M to $2.5M 1,572,621 119,808 110,911 48%

First some quick observations. Officer compensation is added back to net income to determine officer comp as a percentage of net income. Next, this is all industries from capital intensive manufacturing to personal services business such as attorneys, doctors, consultants, engineers and accountants. Also, this includes S Corps who lost money, and whether they lost money and continued to pay a reasonable shareholder salary (officer compensation) is unclear. In other words, if losses were teased out would officer compensation be reduced as a percentage of net income? We cannot quickly determine.

Here is the same data grouped by gross receipts but detailed by selected industries. First one is $100,000 to $249,999 in gross receipts-

Gross Receipts Net Income Officer Comp Officer Comp %
$100,000 to $249,999 Per Return Per Return Per Return of Net Income
Finance and Insurance 160,359 34,408 23,213 40%
Real Estate 165,375 38,231 28,193 42%
Professional, Scientific 163,151 32,910 35,404 52%
Health Care 174,383 24,622 36,026 59%

And now for $250,000 to $499,999 in gross receipts-

Gross Receipts Net Income Officer Comp Officer Comp %
$250,000 to $499,999 Per Return Per Return Per Return of Net Income
Finance and Insurance 366,533 77,518 62,329 45%
Real Estate 359,163 65,419 51,151 44%
Professional, Scientific 355,693 71,136 74,493 51%
Health Care 378,147 51,553 75,382 59%

There you go. Remember that officer compensation includes all fringe benefits such as self-employed health insurance and HSA contributions, and it might be influenced (increased) by those who want to maximize 401k deferrals and/or defined benefits pensions. In other words, if your S corporation earned $150,000 before shareholder salaries, and you wanted to maximize your 401k contribution, you might pay $150,000 as reasonable officer compensation which would be 100% of your business income.

Reasonable S Corp Salary Theory

Truth be told there are some philosophical issues with calculating a reasonable S corporation salary when your labor is the only material income-producing factor for the business. Some would argue that all the S Corp’s income should then be considered shareholder wages and subjected to Social Security and Medicare taxes, since if you died the company would die (especially for specified service trades or businesses such as an attorney, accountant or physician).

Your Butt Material Income Producing Factor
Conversely, there might be times where your business would continue without you. When WCG does business valuations, especially in divorce proceedings, we assign a value to personal and enterprise goodwill through a method called excess earnings (the recognized method in Colorado and other states, although the tides are shifting). We do this by taking a number called seller’s discretionary cash flow (SDCF) and we subtract the cash flow that is derived from tangible assets (cash, equipment, etc.). This leaves us with a theoretical number that is considered goodwill which can be used as a proxy to determine your “value” to the business and can be leveraged into creating an S Corp salary calculator with 1s and 0s. Quantifiable stuff.

We further tease out personal goodwill and enterprise goodwill since in some jurisdictions personal goodwill is not marital property. This might seem like an odd tangent, but a similar argument can be made for a business that does not rely on you. One great example is a financial advisor that has a small team supporting him or her- typically the fee income continues well into the future without the direct involvement of the advisor (enterprise goodwill). In this situation, an argument for a smaller salary could be warranted since enterprise goodwill exceeds personal goodwill. Consider this-

Business Type Owner Participation
Software developer who has gone to market 10%
Amazon retailer, a lot of drop shipments, no inventory 20%
Financial advisor with small team 30%
Doctor who is a partner in an emergency clinic 40%
Consultant, Attorney, Accountant 90%
Actor with no endorsements or couch-jumping events 100%

Of course this is all theoretical and is open to debate, but you get the idea. Also consider-

Assembled Workforce
For example, you start off as a one-person engineering firm earning $150,000 net ordinary business income (profit) after expenses and deductions but before shareholder salary. You pay yourself $65,000 and pocket $85,000 as shareholder distributions. Done.

Time moves along, and you’ve hired eight other engineers and they are paid $90,000 each but contribute $60,000 to the bottom line of the business (using the $150,000 number above as a proxy). Even if you increase your salary to $150,000, you still have $480,000 ($60,000 x 8) available for shareholder distributions.

Developed Process
Using our previous question about the actor or on-air personality, would your answer change if this person developed a process such as podcasts, videos, merchandising, likeness licensing, etc.? Of course, it would. An actor who earns $300,000 from acting and $200,000 from other sustainable sources is much different than the surgeon who earned $500,000. As such, reasonable S corporation salaries would certainly vary.

Here’s another one to make you go hmmm. How about a financial advisor who has been in the business for 25 years? A lot of their present-day income is truly deferred earnings from multiple decades of hard work. Sounds more like an investment, doesn’t it? And as we’ve discussed, a return on an investment is more of a shareholder distribution argument than a reasonable salary argument.

We could go on and on with this.

Investor Risk
Not to go too far into the weeds, but when performing business valuations we also consider investor value. What rate of return would an investor need to earn after paying you a reasonable salary? Of course a lower salary to you results in a higher rate of return for the investor. We discuss investment risk and return on investment in a bit. We digress…

This web page is a condensed version of Chapter 9 Reasonable Shareholder Salary from our book, Taxpayer’s Comprehensive Guide to LLCs and S Corps. Here we will review-

  • IRS Revenue Rulings and Fact Sheet 2008-25
  • Tax Court Cases
  • Risk Management Association (RMA), Bureau of Labor Statistics (BLS) and
  • RC Reports
  • Rules of Thumb, Jumping Off Point

IRS Revenue Rulings and Fact Sheet

In 1959, IRS Revenue Ruling 59-221 held that amounts of S corporation undistributed taxable income which are required to be included in each shareholder’s gross income do not constitute net earnings from self-employment to shareholders. However, in 1974, IRS Revenue Ruling 74-44 stated that “dividends” paid reasonable s corp salaryto shareholders will be recharacterized as wages when such “dividends” are paid to shareholders in lieu of reasonable compensation for services performed for the S Corp. Read that again- “in lieu of” is paramount. Also, the word dividends is in quotations because in reality we call these shareholder distributions, but in 1974 they referred to them as dividends (since most S corporations were really C corporations with an S election… LLCs did not exist).

This makes sense. Dividends being used to pay for services are truly wages. If Google or Amazon pays out a dividend to its shareholders, it is considered investment income. If your S corporation does the same thing to its only shareholder without an accompanying reasonable shareholder wage, then it is considered self-employment income and subject to the gaggle of taxes with that type of income.

Moving on… There are several factors to consider when coming up with a reasonable shareholder salary. The IRS through Fact Sheet 2008-25 released the following laundry list-

  • Training and experience.
  • Duties and responsibilities.
  • Time and effort devoted to the business.
  • Dividend history (IRS nomenclature, really this should be shareholder distributions- however back in the day it was C corporations who later elected to be taxed an S corporation, so dividend history still has some historical merit).
  • Payments to non-shareholder employees.
  • Timing and manner of paying bonuses to key people.
  • What comparable businesses pay for similar services.
  • Compensation agreements.
  • The use of a formula to determine compensation.

This list actually has two applications. Since C corporations might have a tax rate that might exceed an individual tax rate (especially before Tax Cuts and Jobs Act of 2017), including being double-taxed, many small C corporations want to drive corporate income close to zero by paying high salaries. The IRS and the tax court will use this list to say your salary is too high as a C Corp. Conversely, S corporations want to increase corporate income by paying small salaries. The IRS and the tax court will talk out of the other side of their mouths by using this list to justify a higher salary. Yes, they get to have it both ways… but if you look carefully, the IRS and the tax court only focus on the too high and the too low. Just like Goldie Locks, they like things “just right” and often don’t waste time trying to scrutinize a salary for the low chance of a change.

Tax Court Cases for Reasonable Shareholder Salary

The tax court has provided some guidance over the years in several well-known cases. Here is a quick reference list-

Spicer Accounting v. United States, 918 F.2d 90 (1990)

Spicer was the only accountant working for the firm and it was owned 50-50 with his wife. He only received dividends, and claimed to donate his services to the S corporation. The court held “The Federal Insurance Contributions Act and Federal Unemployment Tax Act both define ‘wages’ as ‘all remuneration for employment… that the form of payment is immaterial… [therefore] the only relevant factor being whether payments were actually received as compensation for employment.”

Watson v. Commissioner, 668 F.3d 1008 (8th Cir. 2012)

No relation to WCG or the Watsons of WCG! In this case, Watson was an accountant in a firm he owned. He drew a salary of $24,000 even though the firm grossed nearly $3 million in revenue. Watson was a Certified Public Accountant with advanced degrees. The 8th Circuit Court ruled that a reasonable person would consider the dividends paid to Watson to be “remuneration for services performed” as opposed to a return on investment. To support its position, the IRS successfully asserted that the $24,000 shareholder salary was not enough to support Watson’s lifestyle. As such, his dividends were reclassified as wages and the firm was assessed huge employment taxes plus penalties and interest.

JD & Associates, Ltd. v. United States, No. 3:04-cv-59 (District Court, North Dakota, 2006)

Dahl, an accountant and sole shareholder, paid himself a small salary. The IRS hired a valuation expert who used Risk Management Association (RMA) data to determine what other accountants were paid for similar services. The RMA data was damning enough, however what really sent this case over the edge is the Dahl paid himself less than his staff including clerical positions. While admins might be more valuable than you, in the eyes of the IRS, they cannot make more than you.

These darn accountants are out of control! Here are a couple of “wins.”
tax court

Davis v. United States, 1994 U.S. Dist. LEXIS 10725 (District Court, Colorado, 1994)

A husband and wife team owned a corporation. The husband worked elsewhere and the wife performed clerical duties (12 hours per month). Her accountant said her services were worth $8 per hour. The IRS did not challenge the value of the time commitment and therefore Davis won this case because the wife was able to prove her minimal hours.

Sean McAlary Ltd. Inc. v. Commissioner (Tax Court Summary Opinion 2013-62)

In a recent tax court case, the IRS hired a valuation expert to determine that a real estate agent should have been paid $100,755 salary out of his S Corp’s net income of $231,454. Not bad. He still took home over $130,000 in distributions, and avoided self-employment taxes (mainly Medicare) on that portion of his income. Then again, this makes sense. Real estate oftentimes sells itself thanks to the internet, and the real estate agents are merely facilitators. In other words, the actions of the real estate agent were not solely responsible for $231,454 in income.

Key Reasonable Shareholder Salary Court Cases

There are two tests that tax courts have used in the past. In Label Graphics, Inc. v. Commissioner, Tax Court Memo 1998-343 which was later affirmed by the 9th Circuit Court in 2000, the court came up with-

  • The employee’s role in the company.
  • A comparison of the compensation paid to similarly situated employees in similar companies.
  • The character and condition of the company.
  • Whether a relationship existed between the company and employee that may permit the company to disguise nondeductible corporate distributions as deductible compensation.
  • Whether the compensation was paid pursuant to a (1) structured, (2) formal, and (3) consistently applied program.

 In Brewer Quality Homes, Inc. v. Commissioner, Tax Court Memo 2003-200, the court re-iterated several points from another federal court case (Owensby & Kritikos, Inc. v. Commissioner, 819 F.2d 1315 (5th Cir. 1987))-

  • The employee’s qualifications.
  • The nature, extent, and scope of the employee’s work.
  • Size and complexity of the company.
  • Comparison of the employee’s salary with the company’s gross and net income.
  • Prevailing general economic conditions.
  • Comparison of salaries with distributions to stockholders.
  • Compensation for comparable positions in comparable concern.
  • Salary policy of the company as to all employees.
  • Amount of compensation paid to the employee in previous years.

Similarly to IRS Fact Sheet 2008-25 ,no single factor controls. It really is a preponderance of the evidence as civil courts like to say. Tax court judges will go through these lists, depending on the case and the jurisdiction, and will apply the facts and circumstances to each of these factors. They essentially make a list of pluses or a minuses to determine a reasonable S corporation salary.

Reasonable Shareholder Labor Data

The tax court and the IRS will attempt to support a reasonable shareholder salary based on your peers and colleagues. They will use an expert who specializes in vocational valuations, and this person might use Risk Management Association (RMA) and Bureau of Labor Statistics (BLS) data, including local and regional data to put together reasonable compensation for an S Corp officer. How does this equate into an S Corp reasonable salary calculator? It doesn’t…. but we are getting closer to quantifying it.

Our previous real estate agent benefited from this type of valuation since his S corporation earned significantly more than the average real estate agent’s salary. But what if the opposite was true. So, instead of earning $231,454 and only paying out $100,755 in salary, what if you earned $110,000. Would you have to pay out $100,755 in salary just because you are a real estate agent in an area where other agents earn $100,755?

The answer is a true accountant or lawyer response- it depends. There are several factors that mitigate this. Perhaps you work part time. Perhaps you simply are not as good as your peers. Perhaps you focus on a different type of customer. Review the previous laundry lists, and as you go through each item ask yourself if you could safely use that to justify a lower salary than your peers- we bet you can find several instances.

Statistics attempt to homogenize a population so we may draw correlations and eventual conclusions. Certain professions that appear to be slam dunks are not as they appear. Attorneys and accountants come to mind- we know some attorneys that make $100,000 a year while others make $250,000. It is very tough to jam these two square pegs into the same round hole. Accountants, same thing. IT consultants, same thing. Even physicians doing the same line of work (such as anesthesia) range between $80,000 and $400,000. Same work, at least on paper, yet wildly different incomes! Do you really want the $80,000 a year doctor putting you to sleep? Wait… what if he or she only worked one day a week which would equate to $400,000? Yeah, probably doesn’t help you feel better.

There is another lesson to be learned here. As your S Corp income increases, the reasonable S corp salary paid to the shareholders does not necessarily increase on a pro rate basis. In other words, if you peg your salary at $60,000 and that is supported with labor data, your salary does not double just because your net income in your S corporation doubles. Your salary is based on you, and the data surrounding you. Yes, the courts look at distributions and net income, and Yes, your salary would probably be increased if your net income doubles, but it is not tethered in a lock-step, $1 for $1 pattern.


For several years now, WCG CPAs & Advisors uses RCReports or Reasonable Compensation Reports, which is a consulting firm out of Denver, Colorado, for a lot of our reasonable compensation calculations. They send out a survey to you which asks a bunch of questions about qualifications, time spent on various tasks, regional data, etc. From there, and in their words, “RCReports synthesizes a proprietary blend of IRS criteria, Court Rulings, geographic data and our EXCLUSIVE database of wages to accurately assess Reasonable Compensation for S Corp, Small & Closely Held Business Owners.” Cool!

You can view a sample below, but you can also see a cool case study where a physician group went from $193,762 to $112,728. You should also check out our reasonable salary blog post analyzing this case study.

If you visit this link and read the report, RCReports does a wonderful job coming up with a number and then putting a bunch of data behind it. The report looks official and uses sources; this is a critical consideration since reasonable compensation is such a squishy thing. In other words, the IRS might challenge your reasonable S Corp salary much like a mall cop with a badge but no gun, and certainly no evidence. When you roll up with a 7-page document that has numbers, data and sources scattered about, it is super hard for the IRS to say No. For lack of better evidence, the IRS would be forced to use your evidence.

RCReports uses three approaches similar to business valuations (which we also do); cost, market and income. The cost approach, aka the “many hats” approach, uses the theory of you doing several different jobs. It is similar to the asset approach in business valuations where we rebuild the business brick by brick; same with you… each brick or “hat” is assembled into a reasonable compensation salary. The market approach (what similar people are paid) and income approach (what an investor would pay you to run the biz) are usually used with larger businesses or with businesses that have good public data. For example, financial advisors have wonderful data from, and RCReports. Otherwise, most reports that we see for our client base is the cost “many hats” approach.

reasonable shareholder salarySaid in another way, at times you are a janitor cleaning your office. At times you are a bookkeeper balancing your checkbook. At times you are performing clerical duties. These tasks might have a lower salary than your primary task, which creates a blended rate for an overall officer compensation.

Another consideration is that just because RCReports comes up with a salary does not mean you must pay that salary. There might be circumstances which would drive down a reasonable salary such as rapid growth, unsteady earnings, etc. There might be circumstances, such as 401k and other external reasons, to increase your salary.

Please keep in mind too that reasonable compensation includes self-employed health insurance and HSA contributions. Therefore, if RCReports comes up with $80,000 but your health insurance is $10,000, then your salary should be $70,000.

WCG can do a reasonable compensation analysis for you. Yeah, we have to charge you about $400 which includes some consultation and one revision. It might seem a bit spendy, but it gives you a defensible salary and some peace of mind. Bargain!

Reasonable Salary Blog Posts

We also encourage you to visit some of our blog posts and our book, Taxpayer’s Comprehensive Guide to LLCs and S Corps, to assist you with the reasonable salary calculations for your S corporation-

Shareholder Salary Risk Analysis

We raise the risk issue throughout our chapter on reasonable shareholder salary, but let’s touch on it some more. Please recall that shareholder distributions are financial rewards to the investor. While the detached abstract investor and the employee are the same person (you), it doesn’t change the theoretical demands of an investor. When a business valuation is calculated, discretionary cash flow is determined and then a risk premium is assigned to it. Simply stated, cash flow divided by risk (capitalization rate) equals value.

Company specific risk includes things like (just naming a few)-

  • Operational History
  • Volatility of Earnings
  • Product or Service Concentration
  • Customer Concentration
  • Ability to Affect Pricing

Look at this list again, and compare it to your business. Are you relatively new? Are your earnings volatile (such as real estate)? Even 10% swings could be considered volatile. What would happen if Walmart stated in their shareholder meeting that they were predicting being off 10% next year? Heads would roll.

What about your service concentration? Think of an attorney- they pass the bar exam as a generalist, but quickly become a specialist (and forget all the other law he or she learned). Can you take your current skillset and find a whole new gaggle of customers in a different industry or sector? Maybe. Maybe not.

What about customer concentration? Are you a 1099 contractor who has one client who also happens to be your former employer? Huge risk, right? Heck, they’ve already fired you once.

What is your ability affect pricing? Usually none. Perhaps Apple but probably not you the mighty solo operator holed in your home office.

What does all this mean? This means that any small business owner assumes a ton of risk, and that risk should demand a higher return on investment. In other words, a higher return on investment should demand higher shareholder (investor) distributions, and therefore lower shareholder salaries. This is a like a teeter-totter.

The entire economic benefit of the business can only be paid out in salaries and distributions (and perhaps perquisites which we all call “perks”). As such, if distributions are higher because of investor risk and the subsequent demand for more return on investment to meet the risk profile, then salaries must be reduced.

1099 contractorW-2 Converted to 1099 Reasonable Salary

So you are bumping along and one day your employer decides to convert you from a W-2 employee to a 1099 contractor. Aside from this being a load-shedding sham that the IRS and most states believe to be an end-around, several large companies continue to reduce their workforce in favor of contractors.

You say, no problem, and eventually create an LLC taxed as an S corporation. Now what? Do you peg your salary to the same salary you had before? Hardly. Labor burden rates for companies can vary from 1.4 to 2.0. What does this mean? This means if a company is paying you a $100,000 salary, your actual cost to the company might be as high as $200,000. Why?

Health insurance, dental insurance, paid time off, vacation, sick pay, holiday pay, payroll taxes, workers’ compensation insurance, disability, group life insurance, office rent (smaller workforce smaller office footprint), etc. Yeah… read that again. There is a ton of overhead that gets tacked on to you as an employee. No wonder the company just converted you from W-2 to 1099. Mo’ money! Just not for you.

How does this factor in the reasonable salary conversation? Let’s say your company’s labor burden rate is 1.8 which is not far off most big, fat corporations. This would suggest that a $100,000 salary costs the company $180,000. If you are paid $100,000 as a contractor (which would be a crummy deal), then your relative salary could be $55,000. You shouldn’t get penalized if you run a leaner operation than your former employer.

What about the risk of this new arrangement? As a shareholder in an S corporation you are assuming a ton of risk- equity risk, industry risk, small business risk and company-specific risk. If we perform a business valuation where the business has a singular client, the risk of the future economic benefit (income stream) is huge.

As risk increases we demand a higher rate of return, or increased distributions. Makes sense, right?

Mini recap- labor burden rate plus increased risk of singular client can suggest a lower salary than the old W-2 job. And… being converted is not a bad deal- company car, your own 401k, business casual means PJs, etc.

S Corp Reasonable Salary Starting Point

There are plenty of professions that have great data from the Bureau of Labor Statistics (BLS), Risk Management Association (RMA) or RCReports. But let’s say your job is some odd-duck, whacky thing for which comparable data doesn’t exist. Where do we start quantitatively? At the end of the day, we need a number!

One argument that we and others have made is the concept of 1/3, 1/3, 1/3-

  • 1/3 paid as shareholder salary, plus
  • 1/3 retained for expenses (if necessary, otherwise flushed out at end of quarter), plus
  • 1/3 distributed as return on investment (distributions)

Where the heck did we get this? A rule of thumb for service trades or businesses such as accountants, attorneys, consultants and the usual suspects is to bill three times the salary. For example, if WCG pays a CPA $80,000 per year we hope to bill $240,000. 1/3 of this goes to salary, 1/3 goes to expenses and 1/3 goes to Jason’s new boat in a land-locked state. Most professional firms should have net profits of about 30 to 35% (which is why CPA firms sell for about 1.1 times gross revenue… this suggests a 3-year payback period at 100% retention or about 5-6 years with the usual 60% retention… acceptable ROI).

Even if your profession is easily teased out from labor data, this 1/3 concept can still be used. The middle 1/3 above is allocated to expenses- why should you be penalized for running a leaner, meaner firm than the bloated clowns down the street?

Using the 1/3 concept is just a starting point- since we must start somewhere, using a mathematical formula makes it easy. From there, and similar to the “plus” and “minus” approach by the IRS and Tax Court judges, we massage this salary to be reasonable for you and your business’s situation.

What does WCG CPAs & Advisors do? We take a shot of average bourbon (why waste the good stuff on salary calcs) and then-

  • If we don’t have good data from or other resources, and
  • RCReports is not available, and
  • We are not affected by other influences (max out 401k, defined benefits pension, etc.), then
  • WCG starts off at around 35% to 45% depending on the profession (based on observations), and then
  • Massages the number with the client using IRS guidance.

From there, we-

  • Create a payroll plan with monthly Processing, and
  • Create a tax plan for the household to project tax obligations (holistic tax planning), and
  • Increase income tax withholdings to land on tax neutrality for April 15 (no surprises) and try to avoid estimated tax payments, and
  • Re-tweak May, June and July, maybe in November

We expand on this in Chapter 10. Yay! Chapter 10? See below… and also check out the Sample Payroll Plan. Of course, a spreadsheet is only meaningful to the spreadsheet designer so please check out the instructions too.

Reasonable Salary Consultation

How does all this reasonable compensation, tax court cases, RCReports and salary data work? Confused on what to pay yourself? Don’t want to waste money unnecessarily (ok, that is a bit rhetorical)? Let’s schedule a time to chat!

We typically schedule a 20-minute complimentary quick chat with one of our Partners or senior Tax Professionals to determine if we are a good fit for each other, and how an engagement with our team looks. Tax returns only? Business advisory? Tax prep, and more importantly tax strategy and planning?

Should we need to schedule an additional consultation, our fee is $250 for 40 minutes. Fun! If we decide to press forward with a Business Advisory or Tax Patrol Services engagement, we will credit the consultation fee towards those services.

Appointments are typically held through Microsoft Teams and are scheduled on weekdays during the work day. Yes, we can easily accommodate nights and weekends, but those are reluctantly agreed to after some eye-rolling and complaining. Additionally, our schedules are more compressed during tax season (who would have thought, right?).

Shockingly we will return all appointment requests via email with 24-36 hours weather-permitting, or perhaps a phone call (if the moment strikes us). No black holes here! In a hurry, please call us at 719-387-9800 or use our chat service in the lower right corner or the button below.

Reasonable Shareholder Salary Recap

Keeping your salary low is what drives the savings in an S corporation. Recall that $10,000 in salary costs you about $1,530 in payroll taxes. However, through the IRS Fact Sheet and several tax court cases, the assignment of reasonable shareholder salary becomes qualitative in relation to several factors such as your role and qualifications, and the relationship to net income and distributions (just to name a few).

Labor data such as Risk Management Association (RMA) and Bureau of Labor Statistics (BLS) including RCReports can be hit or miss. Homogenized populations cannot definitely tell the IRS or the tax court what you should be paid. It could be a tool in your toolbox, or it could be one of the many nails in your coffin.

Also recall that self-employed health insurance and Health Savings Accounts (HSA) add to your Box 1 wages on your W-2. Let’s say your reasonable salary is $60,000 and you pay $12,000 in health insurance premiums. You would pay yourself a $48,000 salary but your W-2 Box 1 and Line 7 (Officer Compensation) on your S corporation tax return would show $60,000… however only $48,000 is subjected to Social Security and Medicare taxes.

One of the best ways to win an argument is to not have the conversation in the first place. The IRS is focused on S corporations who do not pay any salary, or who pay a ridiculously low salary. For them, it is an easy analysis. Line 7 versus Line 21 of the S Corp tax return (Form 1120S). They can also look at the K-1, Box 1 (ordinary income) and compare this to Box 16, Code D (distributions).

IRS scrutiny will only increase over time, but they also want winnable cases. The low hanging fruit is the S Corp without any reasonable shareholder salary. Why go after someone who is paying themselves $50,000 in salary just to settle on $60,000 after negotiation? An extra $1,530 in the IRS pocket for arguably a tough audit might not be worth it to them. This is contrasted to the person who pays themselves $10,000 and it should be $60,000. There’s some cash in that IRS challenge! Pot odds, baby.

There is a calculated risk when determining reasonable S Corp wage. You can eliminate the risk by paying yourself 100% of the net business income but then again that completely defeats the purpose of an S Corp. You can pay yourself 0% and wait for the audit. Or… ideally… you can operate in the soft middle. In the land of obscurity. Below the radar. Whatever floats your boat… ok… we’ll stop.

We have all this and so much more such as Section 199A deductions, entity structures, small business tax deductions, etc. in our book-

Business Advisory Services

WCG CPAs & Advisors specializes in small businesses who generally have fewer than 25 employees. Why? We want to help people, and more importantly we want to help the business owner directly. Frankly speaking, once a business gets to a certain size management layers get in the way of owner access. Access allows us to ensure the owner(s) are leveraging the most out of their business for themselves and their families.

Because small business is a core competency for us, we have created business advisory service plans which include these really cool things-

A la Carte* Vail Telluride Aspen

2023 Tax Planning and Preparation

Streamlined Tax Planning, Tax Projection Worksheets $350 to $500
Annual Tax Reduction, Shifting and Deferral Analysis $350 to $500
Small Business Tax Deductions Optimization Included
Section 199A QBI Deduction Tax and Salary Optimization $300
Estimated Income Taxes (via increased payroll withholdings) Included
Business Entity Tax Return (Form 1065, 1120, 1120S) $1,500 starting
Individual Tax Return (Form 1040, joint filing), One Owner $800 starting
Expat / Foreign Income Calcs (Form 2555, FBAR, Form 8938) $300 to $500 Add-On Add-On Add-On
Tax Resolution, Audit Defense Varies As Req'd As Req'd As Req'd
Financial Planning, Calculations, Discussions $900 to $2,500 Add-On Add-On
Situational Tax Law Research (up to 3 hours annually) $750 to $1,000

Payroll and Accounting Services

Reasonable Shareholder Salary Calculation (RCReports) $500
Monthly Shareholder Payroll Processing (includes spouse, kids extra) $1,200
Employee Payroll Processing (bi-weekly, direct deposit) Varies Add-On Add-On Add-On
Annual Payroll Processing (W-2s, other filings, up to ten 1099s) Included
Accounting Services (bookkeeping + analysis... see below) Varies Add-On Add-On Add-On
Quarterly QuickBooks Consulting (QuickStart Launch) $250, $750 Add-On

Business Advisory Services

Business Consultation, Periodic Business Reviews (PBR) $250 to $1,000 Annually Routine Routine
Complimentary Quick Chats (CQC) $250 to $500 Routine Routine Routine
CPA Concierge Services Varies Add-On Add-On
Interfacing with Lenders, Attorneys, Financial Planners $750 Routine Routine
Financial Analysis
Fractional Controller (monitoring 3rd party bookkeeping) Varies Add-On Add-On Routine
Quarterly Financial Statements Analysis, Comparisons $1,200
Annual Cash Flow Management and Analysis $1,500 to $2,500
Annual Budgeting, Forecasting, Goal Setting $750 to $1,000
Annual First Research Reports, Industry-Focused Consulting $350 to $600
Annual National and Metro Economic Reports $150
KPI Analysis, Benchmarking, Hot Sheets, Trend Analysis $500 to $1,500
Strategy and Maintenance
C-Level Financial Advice, Strategic Planning (Fractional CFO) Varies
Succession Planning, Ownership Changes Consultation $750 to $1,000 Routine
Annual Business Valuation $2,500 to $3,000
Annual Corporate Governance, Resolutions, Meetings $150 + filing fee
Annual Fee $4,320 $7,560 Custom
Monthly Fee $360 $630 Custom
(prorated based on onboarding date)

Custom! Unlike the modern day new car packages where you have to spend $8,000 for the moonroof, our Business Advisory Service plans can be customized specifically for you. The array above is simply a starting point. If you need more or less from us, let’s chat about it!

tax patrolTax Patrol Services

We also have Tax Patrol! This is a wonderful tax service for those who don’t need all the business advisory bells and whistles above, but from time to time want some love from an experienced tax consultant and business advisor. Have a quick tax question? Need to know the depreciation rules as you buy that new car? Wondering what your April tax bill is going to be in August? Tax Patrol is like ski patrol… you might not use it, but you sleep better knowing you have it.

A la Carte* Keystone Copper Breck
Individual Tax Return Prep (Form 1040, joint filing) $800 starting
Business Entity Tax Return Prep (Form 1065, 1120, 1120S) $1,500 starting
Streamlined Tax Planning, Tax Projection Worksheets $350 to $500
Estimated Tax Payments Calcs Included
Tax Resolution, Audit Defense NA Add-On Add-On Add-On
Complimentary Quick Chats (CQC) $250 to $500 Routine Routine Routine
Annual Fee $1,500 $2,100 $3,180
Monthly Fee $125 $175 $265
(prorated based on onboarding date)

Additional Business Services

The following are additional business services to get your venture launched and on the way. Some of these are teased out separately as one and done fees like formation and onboarding stuff.

Accounting, Payroll

Monthly Accounting (bookkeeping + analysis) starting at $500 / month
Bi-Monthly Accounting (bookkeeping + analysis every 2 months) starting at $250 / month
Quad-Monthly Accounting (bookkeeping + analysis every 4 months) starting at $175 / month
Custom, Off-Menu Cadence inquire within
Sales Tax, Personal Property Tax typically $75 / month, $150 / quarter
Employee Payroll (direct deposit, bi-weekly) 1 employee, $100 / month
2-5 employees, $175 / month

Fine Print: Accounting fees are based on 2 bank account with less than 250 monthly transactions but does not include the QBO fee from Intuit. Custom quote is available if you have a lot going on such as third-party integrations (POS, time billing system), accrual accounting method, extensive benefits packages and / or industry specific issues (e.g, job costing in construction).

Even Finer Print: Employee payroll can be added only if already using our Business Advisory Service plans above (e.g, Vail). Custom quote for more than 5 employees and a referral to therapy.

Business Formation

Articles of Organization or Incorporation, or Dissolution $625 + state filing fee
Initial Report (if required) $125 + state filing fee
Annual Report $350 + state filing fee
Employer Identification Number (EIN) Included
Single Member Operating Agreement (SMLLC) Included
MS Word Templated Bylaws Agreement (Corporations) Included
S Corp Election, Timely Election (made with formation) Included
Accountable Plan Included

Onboarding (one and done fees)

Payroll Accounts Setup, Transfer, Closing $550 to $650 depending on state
Employee Data Transfer $25 per EE, >5
Accounting Setup or Transfer (Fractional Controller) Varies
QuickStart QuickBooks Setup and Support (90 days) $750
S Corp Election, Timely Election (within 75 days) $450
Late S Corp Election Back to January 2023 $600, $1,200 after Jan 1 2024*
Examine Prior Tax Returns Included

For late S Corp elections back to January, we have a split fee of $600 or $1,200… and it depends on if we can file your S Corp by March 15. Ideally, we attach the late S Corp election to the tax return and file both electronically. Yay! Conversely, if we cannot file on March 15, we also cannot electronically extend the tax return. As such, when we file in June or July, it is now considered late. We can usually have the penalties abated, but it takes effort hence the additional $600 fee (the $600 v. $1,200). Be a hero, and get us your stuff right away to save a few bucks and trim down the anxiety.

Business Maintenance

Entity Relocation Package (payroll closure and opening, entity move) $800 (some are $1,050) + state filing fees
Address Changes w/o Payroll (IRS, State Dept of Revenue, Secretary of State) $250 + state filing fees
Address Changes with Payroll (above + state and local payroll agencies) $350 to $450 + state filing fees

Our entity relocation package includes closing your current payroll accounts, opening shiny new ones, moving your entity with the Secretary of State (if applicable) and updating addresses as necessary.

Speaking of address changes… these are tough. Basic address changes require IRS, State Department of Revenue and Secretary of State notifications. Address changes that include payroll add another level of complexity since departments of revenue are not the same as departments of labor, and there might be local or municipal agencies as well.

Advisory Services Fine Print

A la Carte

A la Carte fee ranges are approximates. 85% of our clients fit into these fee ranges, but there are outliers. We have a handful of clients with over 30 rentals; their individual tax return is north of $4,000. We also are assuming one state; if your business spans the galaxy then additional fees will be discussed with you prior to payroll setup or tax preparation. Typically each state or tax jurisdiction is around $250 to $350 for tax preparation since it affects both your business and individual tax returns (frankly, state apportionment is a pain in the butt, but it is our pain… and states, especially California and New York, are crazy about it).

Prorated Fees

Some more things to consider- when a partial year remains, our usual annual fee is pro-rated to not charge you for services you didn’t use (like payroll and consultation). However, a large chunk of our annual fee is tax preparation which is typically a built-in fixed amount of $2,300 (both business entity and individual tax returns) plus annual tax planning. Whether we onboard you in January, July or December, we have to prepare a full year tax return. This increases the monthly fee for the remaining months of 2023 but the monthly fee will later decrease in January of 2024 to reflect the amounts above. Yeah, we make it sound like 2024 is just around the corner.

Payroll Processing

We make very little profits on payroll processing… we offer it as a convenience to our clients. One throat to choke with a single call can be reassuring but if you want to run your payroll, go for it! Everyone thinks payroll is a piece of cake; write a check and done. Nope… we see a lot of mistakes being made by clients especially the handling of health insurance and HSA contributions since there are special rules for greater than 2% S Corp shareholders. Then again, we don’t mind fixing what was broken.

Tax Returns

You can prepare your own individual tax return as well… but the benefit WCG preparing both individual and business tax returns is that we slide things around depending on income limitations, phaseouts, alternative minimum tax (AMT), Section 199A deduction optimization, pass-through entity tax deductions (PTET), etc. Having our arms around both can yield some good tax savings!

Note: An individual tax return is what the IRS calls Form 1040 and refers to the entity filing the tax return (you, the individual, are the entity). However, a married couple are deemed to be one entity for the sake of an individual tax return. So, when we say we will prepare your individual tax return, it is meant to include your spouse in a jointly filed tax return.

Break-Even Analysis (does an S Corp make sense?)

Break-even analysis is based on our annual fee of $4,320. If an S corporation saves you 8% to 10% (on average) in taxes over the garden-variety LLC, then $4,320 divided by 9% equals $48,000 of net ordinary business income (profit) after expenses and deductions.

More sales pitch! Keep in mind that our fee of $4,320 includes your individual tax return which you might already be paying another tax professional to prepare. WCG has a handful of clients who are right at the break-even point of $48,000 but leverage an S Corp and our services to get tax preparation, tax planning and consultation.


We are not salespeople. We are not putting lipstick on a pig, and trying to convince you to love it, even if Tom Ford’s Wild Ginger looks amazing. Our job remains being professionally detached, giving you information and letting you decide.

We see far too many crazy schemes and half-baked ideas from attorneys and wealth managers. In some cases, they are good ideas. In most cases, all the entities, layering and mixed ownership is only the illusion of precision. Just because you can complicate the crap out of your life doesn’t mean you must. Just like Chris Rock says, just because you can drive your car with your feet doesn’t make it a good idea.

Next Steps

Here is a brief summary of the next steps should you want to engage WCG with Business Advisory Services or Tax Patrol-

1. We schedule an appointment to discuss your needs and ensure that we have the proper resources to help you.

2. We draft a proposal outlining the scope of services and our fixed annual fee.

3. If necessary, we schedule another appointment to review the proposal and perhaps tighten things up or make changes.

4. Once the proposal is signed, the fun begins with onboarding. We have an extensive checklist and internal task list to properly onboard you and your business. Some things are concurrent (such as gathering housekeeping docs and setting up payroll) and some things are sequential (for example, collecting financial data and then offering salary recommendations and creating a tax plan). Onboarding is like having a baby; a SWAT team shows up and does a zillion things, and poof, everyone is gone except for mom and baby.

5. After onboarding (usually 4-6 weeks), things settle down into a rhythm- Tax preparation in the spring, tax planning in the summer, with payroll and routine consultation bouncing along throughout the year.

WCG business expertise

Our Business Expertise

As mentioned elsewhere we primarily focus on small business owners and their unique consultation and tax preparation needs. With 60 full-time consultation professionals including Certified Public Accountants, Enrolled Agents and Certified Financial Planners on your team, WCG CPAs & Advisors consults on custom business structures, multiple entity arrangements, S corp elections (even late S corp elections back to January), tax strategies, business coaching, industry analysis, executive benefits, retirement planning including individual 401k plans, exit strategies, business valuations, income tax planning and modeling, and tax representation.

We also work with business law attorneys for business owners who have additional needs such as drafting Operating Agreements, fee for service contracts, buying or selling a business including employee stock ownership plans and partner buy-ins. In addition, WCG coordinates with third party plan administrators such as Polycomp and RPS to create age-based profit sharing plans and cash balance (defined benefit) plans. We can run point on whatever your business needs to ensure that communication is effective and efficient allowing you to sell widgets.

Here are some additional resources you might find useful.

WCG CPAs & Advisors is a full-service yet boutique progressive tax, accounting and business consultation firm located in Colorado serving clients worldwide.