10/16/2026
Reasonable compensation is the W-2 wage an S-corp owner-operator must pay themselves for services performed, before distributions. The IRS reclassifies underpayment.
Why wages vs. distributions. Wages carry F**A: 6.2% Social Security plus 1.45% Medicare, employer and employee each. Distributions don’t. Owners minimize wages to cut payroll tax, and the IRS pushes back when wages look low for the work.
How “reasonable” gets determined. No single formula. IRS and tax courts look at nine factors: training/experience, duties, time devoted, comparable salaries, bonus timing, dividend history, payments to non-shareholder employees, formal agreements, use of a formula. IRS Fact Sheet 2008-25 is the working list.
The $420K case. Owner-operator running a construction business, performing GM-level duties full-time. Reasonable wage for a construction GM might be $140-180K. $45K is well below. If audited, the IRS would likely reclassify 100K+aswages,assessbackF**A(~15K), plus penalties and interest.
Documentation defense. Written compensation study at year-end using BLS or industry survey comps, board minutes, and an employment agreement specifying duties.
The 40-60% shorthand. Some CPAs target 40-60% of profit as wages. Informal practice, not an IRS safe harbor or Tax Court standard. The nine-factor test governs.
THE FIX:
Set W-2 wages based on comparable market data, not minimum tax.
Document a reasonable compensation study annually. Salary surveys and comps.
Formalize the compensation decision in board minutes or an employment agreement.
Treat the 40-60% rule as informal shorthand, not a safe harbor.
Review with CPA before year-end. Mid-year corrections cost less than audit assessments.
We do a free 48-hour audit of your construction books. We review what you’ve got, flag where you’re exposed, and send back what it’s actually costing you, within 48 hours.
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This content is for educational purposes only. Every business is different. Before making any changes to your books, reach out to us for guidance specific to your situation.