By Paul S. Hamann & Jack Salewski, CPA, CGMA

The modern era for Reasonable Compensation for S Corps started in 2005 with a study of S Corporation Reporting Compliance.  This study spawned numerous reports that changed and shaped the way IRS examiners address non-compliance on the issues of Reasonable Compensation.  This change can be seen in the differences between Pre-2005 court cases and Post-2005 court cases.

Pre-2005 court cases revolved around S Corp owners who received all their compensation in the form of dividends, and zero (or merely nominal) salary.   In the majority of the Pre-2005 cases the re-classification of distributions as wages was all or nothing.

Post-2005 courts cases revolved around determining whether the Reasonable Compensation figure paid to the S Corp owner was ‘Reasonable’ for the services provided to the S Corp.  Three court cases that embody this new era are summarized below.

David E. Watson, P.C, v. United States of America 2010

For the first time we see the IRS pursuing an S Corp which paid its owner an actual salary.  Mr. Watson received $24,000 in salary and approximately $204,000 in dividends.  Although there had been an attempt to determine a Reasonable Compensation figure for Mr. Watson, the attempt was too clumsy to pass scrutiny.  The IRS showed that even a beginning accountant would make more than $24,000 and a typical accountant of Mr. Watson’s experience would bring in a salary of about $90,000.  Mr. Watson took the IRS ruling all the way to the Supreme Court where his final appeal was denied.  The Watson case re-affirmed the IRS right to re-characterize some distributions as wages if they believe the Reasonable Compensation figure was not reasonable for the services provided.

Sean McAlary Ltd, Inc. v. Commissioner of Internal Revenue 2013

A great case to look at and see some of the methods the IRS uses to determine a Reasonable Compensation Figure and how the courts interpret some of their own guidelines to determine a Reasonable Compensation figure.  This case gave us the definition of full-time year round employment as 2,080 per year.  For the second time we see the topic of various services introduced into the calculation for reasonable compensation as stated in the IRS guidelines, leading to two definitions of Reasonable Compensation:

  1. Replacement Cost: “McAlary LTD could expect to pay $48.44/hour to another individual in exchange for the services Mr. McAlary performed”
  2. Fair Market Value: “$100,755 would be FMV of the services Mr. McAlary performed for his S Corp”

Glass Blocks Unlimited v. Commissioner of Internal Revenue 2013

Yes it is possible to lose money and still be required to pay Reasonable Compensation and the Glass Blocks case shows us how.  The re-characterization of dividends as wages in this case caused Glass Blocks Unlimited to go from small profit to loss.  This case reminds us to treat shareholder loans properly or they may be classified as distributions and be subject to Reasonable Compensation.

The takeaway from all these cases is that the amount of Reasonable Compensation taken must be reasonable for ALL the services the S Corp owner performs for the company and that Reasonable Compensation is triggered by distributions, not profit or loss.  Because there is no safe harbor for Reasonable Compensation, the best strategy is to research and document Reasonable Compensation every year.  Then, you will have a defensible position if a Reasonable Compensation challenge comes your way.


Has the IRS ever challenged Reasonable Compensation for being too HIGH in an S Corp?


Although this is usually an issue that occurs in C Corps, on occasion it also happens in an S Corp. The two most common instances are:

  • Family member’s compensation. When family members are paid more than the value of the services they are providing, therefore shifting the income to a lower tax bracket effectively lowering the family’s overall tax burden.
  • The shareholder employee sets their compensation artificially high in order to fund a defined benefit plan.

Looking down the road it is likely the IRS will also attack an excessively high Reasonable Compensation figure when it appears its purpose is to maximize the 199A deduction as opposed accurately compensating the S Corp owner.

~ Jack Salewski is VP of Education for RCReports and an expert on how Reasonable Compensation applies to tax and business situations.


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  • Miami, FL~ Average: $93,226
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  • Greeneville, NC ~ Average: $85,550
  • New York City, NY ~ Average: $125,590
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~Each month we highlight an occupation from the more than 6,000 occupations included within the RCReports proprietary database of wages~ *Wage only available from RCReports