File a Vermont S Corp

What to know before creating an S Corp in Vermont

Running an S Corp can be a great option for many, but that doesn’t mean it’s the best decision for everyone. It’s important that you review your business needs with financial and legal professionals to determine if running an S Corp is your best choice. If an S Corp election is the right choice for your Vermont business corporation, remember that your corporation is a C Corporation by default until you comply with the right rules to make it an S Corp. 

What is an S Corporation? 

An S Corporation is a small business corporation that enjoys certain “flow-through” tax benefits that aren’t available for all businesses. An S Corp has limited shareholders but isn’t subject to the double taxation imposed on other corporations. 

What’s the difference between an S Corp and a C Corp? 

C Corporations can have more shareholders and more business structure options than S Corporations. However, the difference that is probably most notable between S and C Corps is the tax liabilities.

C Corporations are normally subject to double taxation. This means that a C Corporation usually has to pay income taxes at the corporate level, and its shareholders have to pay taxes on their distributions from the corporate income. S Corporations can enjoy pass-through taxation.

This means the S Corp pays no federal income taxes at the corporate level, but the shareholders pay federal taxes on their shares of the corporate income. 

What are the requirements to create an S Corporation?

If you want to form an S Corp, you need to form a state business that complies with the rules we listed above and file Form 2553 with the IRS.

S-Corp Election Steps for LLCs

For detailed formation steps, see our Vermont LLC formation guide.

• Step 1 – Choose a name
• Step 2 – Appoint a Registered Agent
• Step 3 – Elect Directors or Managers
• Step 4 – File Articles of Incorporation/Organization with the Vermont Secretary of State

S-Corp Election Steps for Corporations

For detailed formation steps, see our Vermont Corporation formation guide.

• Step 1 – Name Your Vermont Corporation
• Step 2 – Appoint Directors
• Step 3 – Choose an Vermont Registered Agent
• Step 4 – File the Vermont Articles of Incorporation
• Step 5 – Create Corporate Bylaws
• Step 6 – Draft a Shareholder Agreement
• Step 7 – Issue Shares of Stock
• Step 8 – Apply for Necessary Business Permits or Licenses
• Step 9 – File for an EIN and Review Tax Requirements
• Step 10 – Submit Your Corporation’s First Report

Final Step: File Form 2553 to apply for S Corp status

Once you have your Vermont business formation filings out of the way, you can elect to make your business an S Corp. Depending on the state business entity you start, you might have multiple Vermont S Corp filing requirements.

Vermont LLCs and corporations can elect to be S Corporations by filing Form 2553 with the IRS. If you want your LLC to be an S Corp, you need to change your LLC’s tax designation to a corporation first by filing Form 8832. 

S Corporation Requirements and Limitations

Electing S Corporation status for your business can come with many benefits, but you normally don’t get those benefits without certain constraints. Before you can turn your business into an S Corp, the IRS requires that your business: 

• Be a domestic business entity
• Have only permissible corporation shareholders, including estates, individuals, and certain trusts — but excluding partnerships, non-resident immigrants, or corporations
• Not have more than 100 corporation shareholders 
• Have only one class of stock
• Not be an ineligible corporation, such as an insurance company, a domestic international sales corporation, or a certain kind of financial institution

It’s easier for some businesses to comply with these rules compared to others. Even if it’s easy for you to operate your business within these parameters, it’s best to speak to legal and financial professionals about whether an S Corporation status fits with your needs and goals. 

Pros and Cons of creating a Vermont S Corporation

While it’s a good idea to speak to financial and legal professionals before making your final decision, a list of pros and cons can help you determine if running an S Corporation is right for you. We can help you with this list below. 

Pros

There are many benefits of an S Corp election, including:

• More favorable characterization of income for taxes 
• Asset protection
• Pass-through taxation
• The option to use cash method accounting

These benefits may or may not be worth it to you, especially if the cons of running an S Corp would impose too hefty a burden. 

Cons

S Corporation election can include some disadvantages, such as:

• Restrictions on stock ownership
• Heightened scrutiny from the IRS
• Additional formation and maintenance requirements
• Tighter tax qualification obligations

There might be other disadvantages that are unique to your business and probably need to be reviewed by a tax or legal professional. 

Can LLCs choose an S Corporation election?

Yes! LLCs can choose to be S Corporations. Just remember, LLCs have the additional filing requirement of electing to be a corporation before filing Form 2553. Many LLC owners choose to be S Corporations because there are additional tax benefits, such as more favorable self-employment tax obligations. Learn more about LLC tax obligations on our Tax Information for LLCs page.

We can help

You can reach your business goals much faster when you have help. We’re glad you’re on our page because we can really deliver assistance when you need it. We can help you become an S Corp owner quickly and properly with our S Corporation Formation Service. We’re here to support business owners every step of the way. Our many services can help you with the formation, compliance, and maintenance needs of your new venture.