Finances and Taxes

Dividends For S Corp and C Corp Owners, Explained

Joshua Lance CPA, CGMA, Managing Director of Lance CPA Group 

As a business owner, receiving compensation can take many different forms depending on your business’s legal structure and tax elections. One form of compensation is the dividend, which we’ll cover in-depth in this post.  

Most people know and understand dividends by the pennies on the share they get from some of their stock holdings. However, we will look at dividends not from the passive investor point of view, but the active business owners’ point of view. For owners, the dividend can represent an additional form of compensation or a reward for a company’s positive financial performance.

The first place to understand dividends is from the entity type. S corporation and C corporation owners both receive dividends, however, while they share the same name, they each have very different characteristics.

S corp dividends

There are technically two forms of S corp dividends that an owner can receive. The first is through distributions. S corporation distributions act and work very similarly to draws that a member in an LLC, a partner in a partnership, or a sole proprietor receives. Since the S corporation is a pass-through tax entity like the LLC, partnership, and sole proprietorship, the earnings are passed through to the owners and taxed on the owner’s personal income tax return. S corporation owners can take these distributions tax-free to the extent that they have basis in the company. Any distributions in excess of basis would be subject to long-term capital gains tax. 

The second form of the S corporation dividend acts more like the traditional C corporation dividend and exists when the entity existed as a C corporation and has retained earnings prior to the conversion of the C corporation.The distributions of those earning and profits are taxed just like C corporation dividends. More on that below.

C corp dividends

The C corporation dividends act differently to the S corporation distributions due to C corp taxation. C corporations pay taxes at the corporate level and any dividends paid from the corporation are taxed again at the shareholder level, which results in double taxation. Because of this double taxation, C corporation owners may not want to receive dividends as a form of compensation, particularly for smaller, closely held corporations. However, reasonable compensation rules exist for C corporations whereby the compensation paid via wages and salaries needs to be reasonable based on the owner’s role in the corporation, financial condition of the corporation, consistency in setting compensation, comparison in compensation to other companies, and whether conflicts of interest exist in the setting of the salary. If compensation is excessive, that compensation can be reclassified as dividends to the owner. Due to the lower tax rates for C corporations (currently at 21 percent), this is less of an issue than it has been in the past. 

Reporting dividends and distributions

Reporting dividends and distributions are different for C corporations and S corporations. 

S corps distributions are reported in Box 16 of the K-1 statement provided to each owner. This is important as it helps the S corporation owner know if they have basis to take the distributions tax free. 

Dividends from C corporations are reported on the 1099-DIV. For smaller, closely held C corporations, it is important that you file the 1099-DIV for dividends paid, even if there is only one owner of the C corporation. Failure to file a 1099-DIV can result in a penalty starting at $50 per form.These forms are due by March 31 each year.

Because S corporations and C corporations treat dividends differently, it is important for owners to know the differences and how dividends as a form of compensation impact you and your business. Understanding how dividends work for these entities will allow you to make better decisions about how to use them and avoid potential problems.

Joshua Lance
Joshua Lance Joshua Lance is the founder and Managing Director of Lance CPA Group, a virtual CPA firm that focuses on providing accounting and consulting services to craft breweries and digital agencies. A licensed Certified Public Accountant and Chartered Global Management Accountant, Josh is also a family man who calls Chicago home. Before venturing on his own with a mission to help small businesses, Josh spent his early career at Crowe LLP before working as a Controller at an ultra-high net worth family office. Josh is also an adjunct professor at Northwestern University in Evanston, IL teaching accounting in the Farley Center for Entrepreneurship and McCormick School of Engineering. He enjoys making wine and beer at home, cooking, traveling, and cheering on his favorite football and soccer teams. Josh was honored by being selected to the 2017 class of the AICPA Leadership Academy and was named as one of the 40 under 40 in 2017, 2018, and 2019 by CPA Practice Advisor. Josh was recently appointed to the Illinois CPA Society Board of Directors and the AICPA PCPS Executive Committee.


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