Entity Structure

Reasonable Compensation: How the IRS Decides

6 min readEntity Structure

Reasonable compensation is the salary an S-corp owner must pay themselves before taking distributions. Pay too little and the IRS can re-characterize distributions as wages, with back payroll tax and penalties. Pay too much and you give up the entire reason for the election.

Reasonable Compensation: How the IRS Decides — Reasonable Compensation: How the IRS Decides — Kuuni Partners

What the IRS looks at

Training and experience. Duties performed. Time and effort devoted to the business. Comparable salaries for similar roles in similar locations. Dividend (distribution) history. Payments to non-shareholder employees. What an independent third party would pay for the same work.

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Defensible documentation

A written compensation study using a database (RCReports, BLS, industry surveys). A board resolution setting the salary. Consistent year-over-year practice. Adjusting only in audit years is a red flag.

Common audit-safe ranges

For most owner-operated S-corps in the $150K–$500K profit range, reasonable comp lands between 40% and 60% of net income — though the right number is always job-specific.

Below $150K profit, comp often runs higher as a percentage. Above $500K, comp typically caps at the Social Security wage base plus reasonable Medicare-only wages.

What gets owners in trouble

Aggressive salary-to-distribution ratios (e.g., $20K salary against $300K of distributions). No documentation behind the number. Family member 'salaries' that don't reflect actual work. Skipping owner payroll entirely.

Fixing it if it's off

If salary has been under-set, a bonus payroll run in December before year-end is the cleanest fix. Going forward, set the next year's comp deliberately, in writing, and run payroll consistently.

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