I know this is pretty heavy loaded question, and I understand if we can't get into the details here on IH, but I would be extremely thankful for anyone willing to share their experience, perhaps some do's and don'ts, or for any online references. I just don't want to do anything wrong, where correcting it will be a pain.
I'm a solo founder of a bootstrapped early stage company (C-Corp Delaware), and I'm slowly seeing some reoccurring revenue. As I've been scrapping away for a while, I'd love to start paying myself a salary. Do I need to get into payroll etc, or is it OK/legal at the beginning to avoid some of that, and continue with the Draw Method? I don't have the money yet for professional guidance, nor for online payroll services.
Thanks so much!
This would be a lot simpler and cheaper if you'd created an LLC instead of a C-Corp. You'll also be getting taxed twice—once for the corporate
incomeprofits (before it pays you) and then again on your personal earnings when it does.Unless your plan is to raise VC, I'd shut it down and create an LLC in a tax-friendly state.
If you want to know exactly why @alchemist is right. You should check out the book "The llc and corporation start-up guide" it was gifted to me by a retired IP lawyer from Silicon Valley, a few years ago. I highly highly highly recommend it to solopreneurs.
Can you explain “raise VC”?
Wondering, if you went through an accelerator like TinySeed.com or even a funding route like EarnestCapital.com, do you need to be a C-Corp or can you get away with being an LLC?
LLC is totally fine for Earnest Capital 👍
LLC is fine with TinySeed.
Sorry, I don't know anybody who has gone through those. Maybe you should email them directly and report your findings.
Thanks for your feedback @alchemist
Why is the corporation taxed on gross revenue? How does a corporation ever make sense in that case?
I didn't phrase my first comment correctly. It's taxed on profits. Then founder pays taxes on dividends the corp paid out to them. The solution to this might seem simple—just pay yourself a high salary, but there are rules against this as well if it deviates too much from a "market rate". For cases where you're so early stage that a reasonable salary will ensure there's no profit, the accounting and fees overhead on a C-Corp is brutal. (I say this last part from personal experience!)
In an LLC, on the other hand, all profits fall through to personal income and are taxed once, and only once, as ordinary income.
Edit: As for when it makes sense, I believe the only time it does is when you want to raise VC. There are a large number of US-based investors (who as a group tend to offer great valuations) that simply won't invest in you if you're not a Delaware C-Corp. There may be other advantages I'm not aware of but there are definitely a lot of costs that, TBH, suck for an indie.
Thanks for your input -- I'm about to do the same, so I am glad I found this discussion.
So is the advice in this case to start as an LLC and then switch it to a C-Corp later when you think the VC rounds begin?
Switching is possible but expensive and slow, it's the last thing you want to deal with.
If you plan on raising money with the first 4 years (typical vesting length), then a C-Corp will make sure you are setup correctly and not wasting time and money when you need it most. If you have no plans to raise VC ever, or at least for several years, then start with an LLC.
No. I'd decide first, then incorporate. Switching can also be a huge pain and expense from what I've heard.
Corporations are not taxed on gross revenue. And I think (although I could be wrong) salaries can be deducted.
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I'm currently in essentially the exact same position. I'm interested to hear the suggestions as well.
Robin, I bootstrapped my company and I agree with the comments below. I have an LLC and it's so easy. Not sure what you're doing come tax season, but the LLC allows you to file your own taxes with little complication. The business goes under the Schedule C of my return, which is manageable on TurboTax, for example. Two of my sisters are CPAs and they both said for now an LLC is best.
You can still make the S corp election to the IRS so that you don't get double taxed though. Check out Gusto too
I'd highly recommend something like Gusto, it handles all the employer/ee filings an tax witholdings for federal, state, and local. AND does other filings like federal/state unemployment insurance etc which my state requires even though I only have 1 employee (my wife). I've been using it for a few years now and have zero complaints!
I know you said you don't have money for payroll services, but you'll probably be paying a pro at least as much over a year to handle anything else so I figured I'd at least share! For 1 employee for me, its under $50/mo.
Here's a referral link that gets us both $200: https://gusto.com/r/CzQ3V/
Thanks Jeremy! Was just looking at Gusto myself. Do you consider yourself also as an employee of your company, or just your wife?
I'm not the parent commenter, but my company is an LLC, but taxes as a C-Corp. My co-founder and I are both paid via normal W-2 salary through Gusto and it's a piece of cake. I'd imagine there are some weird games I could play with taxes, but for me, the simplicity of just paying myself the same way employees get paid is worth more than whatever potential tax savings there are doing it some other way.
It also makes my personal taxes a bit simpler at the end of the year since I just look like a normal employee in terms of my income.
Thanks Tyler! It appear Gusto is a great way to go. Do you by any chance know if you have to make a certain salary (minimum wage) in order to legally pay yourself as an employee? Thanks!
I'm not an expert, but I doubt that will be a problem. It's possible that they have restrictions about how much you pay hourly workers so it's not below minimum wage, but you can just set it up as a bonus or something else like that.
Having said all of this, in the early days we were taxed as an LLC and I just transferred money directly from the company bank account to my own and that was really easy and didn't involve any special software. Once we had employees and needed payroll software anyway, it seemed easier to pay myself that way, but I don't disagree with the commenter who said that switching to an LLC might simplify things assuming you aren't trying to raise money.
I'm just an LLC so doing owner draws is still pretty straightforward, but I have been considering switching to an S-Corp which would definitely require paying myself as an employee. I've had other employees in the past though and no complaints.
I guess there's no way of doing so without triggering the IRS accidentally. Yet if there is no option to wait, I would choose LLC too. But you do need to raise funds in order to use payroll services and do the taxes clear like W2 https://fillable-form-w2.pdffiller.com/ and other payroll things, in order to not be questioned by tax guys
Company is an LLC, but files taxes under S-Corp
Pay myself salary via Gusto as employee (needs to be relatively accetable rate or else IRS not happy; can't be $1/month to avoid taxes). Taxes taken out via Gusto same as any other employee.
Then for company profits I pay quarterly self-employment estimates based on previous years.
Definitely echo the comments about switching to an LLC. No reason to have a C-corp unless you are going to raise money.
We have 3 co-founders so it's a little different but we have a member managed LLC for the business and each of us has our own LLC (S-Corp election) that are the acting members. Payments are passed through from the business LLC to each of our LLCs.
I spent most of our first year just paying myself as a sole-proprietor. Taxes were pretty high on this but I wasn't making enough to justify the need for my own LLC.
This year, I set up an LLC with the S-corp election. This let's me be a W2 employee, pay myself "a reasonable salary" (IRS guidelines), and move the additional income as a ownership distribution. The distributions get taxed at a lower rate because the W2 already paid out for social security, federal, & state taxes.
Be sure to check your state laws for unemployment & other taxes. I can't even imagine how much of a headache this would be without Gusto.
My approach with Dependabot was to just draw down, paying no tax, and knowing I would need to sort it out before the end of the tax year.
After doing that for about 6 months we got to the size where it felt sane to get an accountant (~6k/month in revenue). I had to pay some back-taxes, but no fines. Deferring those taxes, and the expense of having an accountant, was a 100% sensible thing to do.
If you do the above, make sure you sort it within a year, and are doing it only when your revenue number is really low. No-one wants you to get fined in that situation, so you'll find everyone is very understanding.
(UK experience.)
Thanks Grey!
I don't know how it works in the US, but in general, when you open a company you cannot use company money for personal expenses.
So if you want money from the company you need to take dividens, be paid by the company as an employee or eventually as a contractor. Depending on your country, can be also illegal to work for free (or less than the legal minimum salary).
I strongly suggest you find a professional service to help you. You seriously risk paying big fines if you do something wrong. If you don't have the money for that, you probably opened a c-corp too early.
It is most definitely not illegal to work for free or below minimum wage if you own the entire company or have a significant stake. After a certain point, you're viewed more as a shareholder instead of an employee.
Several founders and billionaires just take $1 a year to abstain their salary while not being considered a "volunteer" https://en.wikipedia.org/wiki/One-dollar_salary
Thanks for the info, and link!
For the first part in general you just structure it as company loans then pay it back before EOFY through a salary payment.
Can you name a country where it's illegal for the owner to work for less than minimum wage? I can't think of anywhere that is true.
Thanks @clagio I appreciate your feedback!
I'm not an accountant, I recommend getting professional advice. But a C-Corp is a taxable entity. You need to be declaring and paying corporate taxes. Then you can either pay yourself as an employee with W-2, etc, or take dividends as a founder (or both). Both of these are personal income that needs to be declared and you pay taxes on it as well. But you can't just withdraw money from the corporate account without declaring it as a dividend or pay personal expenses from the corporate account.
Thanks Jeff, I'll look into that!
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