S-Corp partnership startup. How to pay owners with minimal profit?
"If you're really interested in the long-term success of your business, and you can get by in your personal finances without taking anything from the business for the time being, then don't.   There is no ""legal requirement"" to pay yourself a prevailing wage if doing so would put the company out of business.  it is common for a company's principals not to draw wages from the business until it is viable enough to sustain payroll.  I was in that situation when I first began my business, so the notion that somehow I'm violating a law by being fiscally responsible for my own company is nonsense. Be wise with your new business.  You didn't state why you feel the need to take some kind of payment out, but this can be a crucial mistake if it imperils your business or if that money could be better spent on marketing or some other areas which improve revenues. You can always create a salary deferral agreement between yourself and your own company which basically states that the company owes you wages but you are, for the time being, willing to defer accepting them until such time that the company has sufficient revenues to pay you.  That's one solution, but the simplest answer is, if you don't need the money you're thinking of paying yourself, don't do it.  Let that money work for you in the business so that it pays off better in the long run. Good luck!" We don't make enough to really consider it a salary, but I've heard   using a draw without a salary is a bad idea. As any other illegal action, not paying yourself a  reasonable salary when being a corporate officer is indeed a bad idea. I have no idea what I need to do to actually get some money in our   pockets. The answer is simple. You need to earn more money. Since it is S-Corp, it doesn't matter if you keep the profits on the corporate account or distribute - the profits will be taxed to you. You are also, as I said above, required by law to pay yourself a reasonable salary. Reasonable meaning corresponding to market rates. Paying a CPA or a Software Engineer a minimum wage will not be reasonable. That is, of course, if you're profitable, you're not required to pay yourself more money than the corporation actually has. Just to be clear, my answer refers to the question asked, and the confusing answer above that made a claim that has no substantiation in the law. I do not intend to write a thesis about pros and cons of using S-Corp every time a question about reasonable salary is asked. S-Corp income is passed through to owners and is taxed on their 1040 as ordinary income. If you take a wage (pay FICA) and then take additional distributions these are not subject to FICA.  A lot of business owners will buy up supplies/ necessary expenses right before the end of the tax year to lower their tax liability.
Through your question and then clarification through the comments, it looks like you have a U.S. LLC with at least two members.  If you did not elect some other tax treatment, your LLC will be treated as a partnership by the IRS.  The partnership should file a tax return on Form 1065.  Then each partner will get a Schedule K-1 from the partnership, which the partner should use to include their respective shares of the partnership income and expenses on their personal Forms 1040. You can also elect to be taxed as an S-Corp or a C-Corp instead of a partnership, but that requires you to file a form explicitly making such election.  If you go S-Corp, then you will file a different form for the company, but the procedure is roughly the same - Income gets passed through to the owners via a Schedule K-1.  If you go C-Corp, then the owners will pay no tax on their own Form 1040, but the C-Corp itself will pay income tax. As far as whether you should try to spend the money as business expense to avoid paying extra tax - That's highly dependent on your specific situation.  I'd think you'd want to get tailored advice for that. "I did this a couple of years ago, and boy do I regret it. After many months of delayed, and new faces coming onto the team for a short period before leaving, there wasn't much hope to ever complete the project. I ended up accumulating debt (About 4.5 grand) that I am still paying off because I chased my dream. Unfortunately, anything can happen when you choose to pursue a goal. It can get delayed, stopped, or outright fail. At the bare minimum, you would best be prepared to deal with delays, competing products, and outright failures. If you say ""I have enough money to last me 12 months and I expect to take 7 months"", then you best be prepared to answer: These are just a handful of ideas, and there are plenty more that would need to be addressed. Probably the best thing that I have seen a few friends do is to ask for reduced hours. Working part time allows you more time while reducing, but not eliminating, the pay. Even better is that depending on your company, you could ask to go back to full time if your startup didn't work out. Another option is to do what I'm doing currently: Find a job with lots of downtime. My job is critical and the market here is starved of good techs. Even then, I have a solid 2-4 hours of work each day. The other 4-6 hours I can spend on my personal projects that may eventually lead into a startup. If you plan to do this though, make sure to read your agreements carefully. There may be restrictions on copyright and the likes by working on a personal project on company property. If you do plan to go this route, you might want to consult a lawyer (like I did) to make sure you won't get screwed later." Do you have any insight on average *effective* rates paid by SE owners?  As a counterpoint to your (very valid) links, filing as S-corp allows for taxes on distributions to be exempt from payroll tax and taxed at much lower rates. Also, being SE allows for various deductions not possible for wage earners. There's probably other examples not immediately coming to mind.  Also, SE taxes equal taxes otherwise paid by employer + employee. It's just that those employer taxes don't appear on the employee's paystub so not everyone realizes this. "First off, with startups, forget that you know about common structures of debt and equity. Just try to think of this money as a generic ""investment"" that meets the investors risk and return objectives.  Startups are unique in that they are high risk but generally have almost no assets or security for an investor. Investors generically want two things: 1) Return and 2) Limited Risk.   Without speculating too much: consider that the investor might be viewing the return component as the 30% equity and the 8% dividend and he views the risk management component as the additional 30% equity, until repaid.  A different way of looking at this might be that the investor would require an equity stake greater than 30% with greater than a 8% dividend if he did not get the initial investment back in return for the reduced stake.  In other words, this structure is debt and equity because that is what the investor can demand.  Maybe you can get around this by offering a higher equity stake or offering something else although this structure is common because it aligns interests of the investor and the startup." "Companies normally do not give you X% of shares, but in effect give you a fixed ""N"" number of shares. The ""N"" may translate initially to X%, but this can go down. If say we began with 100 shares, A holding 50 shares and B holding 50 shares. As the startup grows, there is need for more money. Create 50 more shares and sell it at an arranged price to investor C. Now the percentage of each investor is 33.33%. The money that comes in will go to the company and not to A & B.   From here on, A & C together can decide to slowly cut out B by, for example: After any of the above the % of shares held by B would definitely go down." There is no right and wrong answer to this question. What you and your business partner perceive as Fair is the best way to split the ownership of the new venture.  First, regarding the two issues you have raised: Capital Contributions: The fact that you are contributing 90% of initial capital does not necessarily translate to 90% of equity. In my opinion, what is fair is that you transform your contributions into a loan for the company. The securitization of your contribution into a loan will make it easier to calculate your fair contribution and also compensate you for your risk by choosing whatever combination of interest income and equity you see suitable. For example, you might decide to split the company in half and consider your contributions a loan with 20%, 50% or 200%  annual interest.  Salary: It is common that co-founders of start-ups forgo their wages at the start of the company. I do not recommend that this forgone salary be compensated through equity because it is impossible to determine the suitable amount of equity to be paid. I suggest the translation of forgone wages into loans or preferred stocks in similar fashion to capital contribution Also, consider the following in deciding the best way to allocate equity between both of you and your partner Whose idea was it? Talk with you business partner how both of you value the inventor of the concept. In general, execution is more important but talking about how you both feel about it is good. Full-time vs. part-time: A person who works full time at the new venture should have more equity than the partner who is only a part-time helper. Control: It is important to talk about control and decision making of the company. You can separate the control and decision making of important decisions from ownership. You can also check the following article about this topic at http://www.forbes.com/sites/dailymuse/2012/04/05/what-every-founder-needs-to-know-about-equity/#726842f3668a There are many aspects to consider in deciding what sort of company you want to form. Instead of an S-corporation, you should determine whether it would be better to form a Limited Liability Company (LLC), Limited Partnership (LP) or even a professional company (PC). Littleadv is correct: There is minimal benefit in forming an S-corp with you and your wife as the shareholders, if you will be the only contributor-worker. There are costs associated with an S-corporation, or any corporation, that might outweigh benefits from more favorable tax treatment, or personal protection from liability: Filing fees and disclosure rules vary from state to state. For example, my father was a cardiologist who had no employees, other than my grandmother (she worked for free), in a state with income taxes (NM). He was advised that a PC was best in New Mexico, while an S-Corp was better in Florida (there are no personal income taxes in Florida).  The only way to know what to do requires that you consult an accountant, a good one, for guidance. You actually have a few options. First, you can do a share split and then sell an equal number of shares from both you and your wife to maintain parity. Second, you can have the company issue additional shares/convert shares and then have the company sell the appropriate percentage to the third party while the rest is distributed to you and your wife. Third, you can have the company issue a separate class of stock. For example there are companies that have voting stock and non-voting stock. Depending on your goal, you could just issue non-voting stock and sell that.  Best bet is to contact a lawyer who specializes in this type of work and have them recommend a course of action. One caveat that has not been mentioned is that what/how you do this will also depend on the type of corporation that you have created. "You are confining the way you and the other co-founders are paid for guaranteeing the loan to capital shares. Trying to determine payments by equity distribution is hard. It is a practice that many small companies particularly the ones in their initial stage fall into. I always advise against trying to make payments with equity, weather it is for unpaid salary or for guaranteeing a loan such as your case. Instead of thinking about a super sophisticated algorithm to distribute the new shares between the cofounders and the new investors, given a set of constraints, which will most probably fail to make the satisfactory split, you should simply view the co-founders as debt lenders for the company and the shareholders as a capital contributor.  If the co-founders are treated as debt lenders, it will be much easier to determine the risk compensation for guaranteeing the loan because it is now assessed in monetary units and this compensation is equal to the risk premium you see fit ""taking into consideration the probability of default "". On the other hand, capital contributors will gain capital shares as a percentage of the total value of the company after adding SBA loan." "It should be pretty obvious that without knowing what sort of assets the company owns, and what sort of net earnings are being generated it's impossible to say what a $20k equity investment should get you in terms of ownership percentage.   With that said, you want to look at a few to several years of books, look for trends.  Some things to understand that might be subtle red flags: It's extremely common for early stage investors to essentially make loans rather than strictly buying shares.  In the worst case scenario creditors get to participate in liquidation proceedings before shareholders do.  You may be better off investing in this business via a loan that's convertible to equity at your discretion.   Single owner service companies are difficult because all of the net earnings go to the proprietor and that person maintains all of the relationships.  So taking something like 5 years of net earnings as the value of the company doesn't make much sense because you (or someone else) couldn't just step in and replace the owner.  Granted, you aren't contemplating taking over the business, but it negates using an X years of net earnings valuation method.  When you read about valuation there is a sort of overriding assumption that no single person could topple the operation which couldn't be farther from the truth in single employee service companies.  Additionally, understand that your investment in a single owner company hinges completely on one person's ability and willingness to work. It's really vital to understand the purpose of the funds.  Someone will be hired?  $20,000 couldn't be even six months of wages... Put things in to perspective with a pad, pen and calculator.  Don't invest in the pipe dream of a friend of yours, and DEFINITELY don't hand this person the downpayment for their new house.  The first rule of investing is ""don't lose money,"" this isn't emotional, this is a dollars and cents pragmatic process. Why does the business need this money?  How will you be paid back?   Personally, I think it would be more gratifying to put $20k in a blender and watch it blend, this is probably a horrible investment.  The risk should just be left to credit card companies." Wrong on so many counts.  I have worked with many start-ups, and the well-run ones have all payed their employees good salaries.  They also have mostly older employees (30+) with families and kids, and work reasonable hours.  If you are worried about some VC guy, then don’t let them scam you.  It is their job to squeeze the most equity for the least amount.  As long as whoever in charge knows what they are doing, this will never happen.  Remember, first and foremost, it is a business, and if you see it not making money, or not having the possibility of making money, then don’t work there.  Know what you are getting paid, and know your equity. It can work out great.  I know a lot of people who have ridiculous amounts of cash working at start-ups, and they all stick together and use their experience to have repeat successes. "Equity could mean stock options. If that's the case if the company makes it big, you'll have the option to buy stocks cheap (which can then be sold at a huge profit) How are you going to buy those without income?  5% equity is laughable. I'd be looking for 30-40% if not better without salary.  Or even better, a salary. To elaborate, 5% is fine, and even normal for an early employee taking a mild pay cut in exchange for a chance at return. That chance of any return on the equity is only about 1/20 (94% of startups fail) There is no reason for an employee to work for no pay. An argument could be made for a cofounder, with direct control and influence in the company to work for equity only, but it would be a /lot/ more (that 30-40%), or an advisory role (5% is reasonable)  I also just noticed you mentioned ""investing"" in the startup with cash. As an angel investor, I'd still expect far more than 5%, and preferred shares at that. More like 16-20%.  Read this for more info on how equity is usually split." An S-corp doesn't pay income tax -- taxation is pass-through.  This being the case, there are no tax deductions it could take for charitable giving.  The solution would be for you to make the contribution out of your own pocket and then personally claim the deduction on your own taxes. You can either borrow money... credit card, line of credit, re-finance your home, home equity line of credit, loan, mortgage, etc. Or you have other invest in your company as equity.  They will contribute $X to get Y% of your company and get Z% of the profits.  Note amount of profits does not necessarily have to equate to percentage owned.  This makes sense if they are a passive investor, where they just come up with the money and you do all the work.  Also voting rights in a company does not have to equate to percentage owned either. You can also have a combination of equity and debt.  If you have investors, you would need to figure out whether the investor will personally guarantee the debt of your company - recourse vs non-recourse.  If they have more risk, they will want more of a return. One last way to do it is crowdfunding, similar to what people do on Kickstarter.  Supporters/customers come up with the money, then you deliver the product.  Consulting practices do something similar with the concept of retainers. Best of luck. My understanding is you can create a company 0 value. Then you need to either loan the company the money to buy the building (it will still have 0 value as it will have a debt equal to it's assets) or sell share to investors at any price you like to raise the money to buy the building.  Once shares have value (as valued by a chartered accountant - not anyone can do this) then anyone recieving shares will have to pay income tax. This is why keeping the shares as no value for as long as possible can be preferable. Also a benefit of using share options. talk to your investors, see what they require.