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How much can an S-corp owner safely take out?

Profit is the wrong place to start. The safe amount comes from cash, taxes, and your loan agreement.

S corporation owners face the same question every few months: how much can I take out of the business? The instinct is to start with profit. The safer answer starts with cash, then sets aside what taxes and the loan agreement require. What is left is what you can take without creating a problem next month.

Salary first, then distributions

Owners who work in the business must pay themselves reasonable compensation through payroll before taking distributions. Distributions are not subject to payroll taxes, so the IRS looks closely at owners who take a small salary and large distributions. What counts as reasonable depends on the role and the market for that work; your tax adviser can help you set it.

You owe tax on profit whether you take it out or not

An S corporation’s profit passes through to its owners’ personal returns. You owe income tax on your share of the profit even if the cash stays in the company. Owners generally pay that tax through quarterly estimated payments, due April 15, June 15, September 15, and January 15. That is why a reserve for the next estimated payment comes before any distribution.

Two rules that catch owners off guard

  • Distributions follow ownership. An S corporation may have only one class of stock, so distributions generally must be made in proportion to ownership. Uneven distributions can put the S election at risk. Talk to your tax adviser before making one.
  • Basis limits tax-free distributions. For most S corporations, distributions are tax-free up to your stock basis. Amounts above basis are generally taxed as capital gain.

The cash test

Start with cash on hand and subtract, in order:

  1. Minimum operating cash: enough to cover payroll and bills through your slowest collection weeks.
  2. The tax reserve: the owners’ next estimated payment on the company’s profit.
  3. Committed payments: loan payments, equipment, and large bills due before your next major collections.

Using simple figures: $640,000 in cash, less $250,000 of minimum cash and a $118,000 tax reserve, leaves $272,000 that cash can support.

The loan agreement test

Many loan agreements limit distributions, directly or indirectly. Some allow only distributions to cover owners’ taxes, or only while every covenant is met. Others limit them through covenants such as tangible net worth, which falls dollar for dollar with every distribution.

In the example above, suppose the loan requires tangible net worth of at least $1,500,000 and the company has $1,750,000. Only $250,000 can leave without breaking the covenant, so $250,000, not $272,000, is the safe amount.

Putting it together

The safe distribution is the lowest of the cash test and every limit in your loan agreement. Run it before each distribution, not once a year. You can work through your own numbers with our safe distribution calculator, and see how we build this into client reporting in owner distribution planning.

This article is general information, not tax advice. Your tax adviser and your loan agreement have the final word.

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