
United States S Corp vs SP
Legal Entity Comparison
Time of Update: 2026-03-31
In the United States, an S Corporation (S Corp) benefits from pass-through taxation, meaning that the corporation itself does not pay federal income tax. Instead, the income, deductions, and credits are passed through to shareholders and reported on their personal tax returns, thus avoiding double taxation. This structure is advantageous for small business owners who wish to retain the liability protection of a corporation while benefiting from the tax efficiencies similar to those of a partnership.
At the federal level, S Corps do not pay federal income tax, with profits and losses reported directly on the shareholders' personal tax returns. However, some states do not recognize S Corp status and may tax these corporations as C Corporations.
Shareholders of an S Corp who actively participate in the business are considered employees and must receive a reasonable salary, which is subject to payroll taxes. Distributions beyond this salary are not subject to self-employment taxes, potentially resulting in tax savings.
S Corps must adhere to corporate formalities, including holding annual meetings, keeping detailed minutes, and maintaining a board of directors. To qualify as an S Corp, the business must be a domestic corporation, have only allowable shareholders (individuals, certain trusts, and estates), have no more than 100 shareholders, have only one class of stock, and not be an ineligible corporation.
Depending on the nature of the business and its location, an S Corp may need to apply for various licenses and permits at the federal, state, and local levels. Compliance with these regulations is essential for maintaining the S Corp status and avoiding penalties.
At the federal level, S Corps do not pay federal income tax, with profits and losses reported directly on the shareholders' personal tax returns. However, some states do not recognize S Corp status and may tax these corporations as C Corporations.
Shareholders of an S Corp who actively participate in the business are considered employees and must receive a reasonable salary, which is subject to payroll taxes. Distributions beyond this salary are not subject to self-employment taxes, potentially resulting in tax savings.
S Corps must adhere to corporate formalities, including holding annual meetings, keeping detailed minutes, and maintaining a board of directors. To qualify as an S Corp, the business must be a domestic corporation, have only allowable shareholders (individuals, certain trusts, and estates), have no more than 100 shareholders, have only one class of stock, and not be an ineligible corporation.
Depending on the nature of the business and its location, an S Corp may need to apply for various licenses and permits at the federal, state, and local levels. Compliance with these regulations is essential for maintaining the S Corp status and avoiding penalties.
United States Legal Entity Comparison
United States Legal Entity Comparison
Basic Information
S Corp
SP
Ownership:
Private Ownership
Ownership:
Private Ownership
Limited Liability:
Positive
Limited Liability:
Negative
Publicly Participates In Capital Market:
Negative
Publicly Participates In Capital Market:
Negative
Shareholder / Director / Secretary Requirements
S Corp
SP
Requirements For Shareholders:
Minimum one shareholder
Requirements For Shareholders:
At least one
Requirements For Directors ::
Minimum one director
Requirements For Directors ::
At least one
Legal Representative Not Mandatory:
Positive
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Directors Not Mandatory:
See Memo
Local Secretaries Not Mandatory:
Positive
Local Secretaries Not Mandatory:
See Memo
Registered Capital Requirement
S Corp
SP
Minimum Registered Capital Requirement:
Varies by state
Minimum Registered Capital Requirement:
Depends on the specific state
Capital Injection Not Required:
Positive
Capital Injection Not Required:
Positive
Capital Injection Requirement:
No federally mandated minimum capital requirement for forming an s corporation
Capital Injection Requirement:
N/A
Memo
S Corp
SP
Memo:
N/A
Memo:
In the United States, the laws vary from state to state, so the corresponding minimum registered capital, whether local residents are required to serve as directors, and the requirement for nominating a secretary also vary.
