S Corp & Entity Structuring After the Big Beautiful Bill: What Changed?

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If your business is taxed as an S Corp, LLC, or C Corp — or you’re still operating as a sole proprietor — the Big Beautiful Bill just rewrote the rules of the game.

For founders earning multiple six or seven figures, entity structure is no longer a “set-it-and-forget-it” decision.
It’s a tax lever — and the IRS just made it clear they’re watching how you use it.

At Washington & Co. Inc — Strategic Tax & Advisory, we’re guiding high-income entrepreneurs through the BBB-driven shifts in entity selection, compensation, and compliance.

This guide will show you what’s changed — and what moves to make before year-end.

Why Entity Structure Matters More After the BBB

The Big Beautiful Bill put a spotlight on:

  • Owner compensation requirements
  • Disallowed deductions for loosely structured entities
  • Cross-entity reporting and transparency for audit enforcement
  • Limitations on certain fringe benefits and reimbursements
  • Tighter documentation standards for multi-entity groups

The takeaway? The IRS isn’t just looking at what you deduct. They’re looking at how your business is organized.

What’s Changing for S Corps in 2025

S Corporations remain a strong choice for reducing self-employment tax — but the BBB created new clarity (and pressure) around “reasonable compensation” for owners.

Key Updates:

  • The IRS is expected to expand its audit focus on S Corps reporting low W-2 wages
  • Fringe benefits must now be better substantiated — including health, vehicle, and home office reimbursements
  • Inconsistent K-1 and W-2 distributions across owners may trigger deeper review
  • You may need 3rd-party documentation for your salary, not just a gut check

Action: If you’re taking less than $60K–$100K in W-2 wages on a 7-figure profit, you’re likely undercompensating yourself — and exposed.

What LLC Owners Need to Know Now

LLCs are flexible — but under the BBB, that flexibility now comes with more scrutiny.

Common risks post-BBB:

  • Failing to make an S Corp election once income surpasses ~$100K/year
  • Taking distributions without reasonable salary (if taxed as S Corp)
  • Using LLCs as “catch-all” entities without clear structure or segregation of income
  • Claiming deductions without an accountable plan or reimbursement policy

Solution: LLCs should be strategically layered or converted based on revenue, asset type, and growth plans.

C Corporations: Still Rare — But Powerful When Used Right

The BBB didn’t directly change C Corp rules — but their flat 21% corporate tax rate and access to QSBS (Section 1202) continue to make them attractive for:

  • High-growth businesses planning to raise capital
  • Companies reinvesting profits vs distributing
  • Founders who want to layer in fringe benefits and retirement plans

But beware: C Corps are still subject to double taxation unless carefully managed.

Multi-Entity Structuring: More Valuable Than Ever

The BBB’s increased enforcement makes entity separation a protection strategy, not just a tax tool.

We often recommend:

  • Operating Company – Runs core business
  • Holding Company – Owns IP, real estate, trademarks
  • Investment Arm – Manages cash flow, lending, or passive income
  • Family Management Co – Hires family members, handles admin

Benefits:

  • Income shifting opportunities
  • Liability isolation
  • Easier compensation structuring
  • Legacy and exit planning flexibility

Just know: documentation and inter-company agreements matter now more than ever.

Real Example: $19K Saved with Mid-Year Structuring

One client — a marketing consultant earning $450K as a sole proprietor — made the S Corp election in July after a strategy session.

Here’s what we implemented:

  • Reasonable comp of $110K via W-2
  • The rest taken as distributions
  • Set up Accountable Plan for home office and phone
  • Created a Solo 401(k) and maxed it before year-end

Result: $19,400 in tax savings in the first year, with better audit protection and wealth-building structure.

Entity Strategy Action Plan

  • Run your 2025 YTD income and profit
  • Review your W-2 salary vs net income
  • If you’re an LLC, check if S Corp election makes sense
  • Clean up documentation for reimbursements and distributions
  • Consider multi-entity layering if assets, real estate, or IP are involved
  • File Form 2553 or restructure before year-end if needed

Book Your Entity Strategy Session

Your entity structure is either saving you thousands — or costing you.
The BBB made that gap even wider. Let’s close it, in your favor.

Book your Entity Optimization Call with Washington & Co. Inc — Strategic Tax & Advisory.

16701 Melford Blvd, Suite 400
Bowie, MD 20715

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