An elusive standard in closely held businesses
Businesses, whose employees frequently hold significant ownership interests, are particularly vulnerable to IRS attack on their compensation deductions.
A company organized as an S- or a C-corporation, reasonable compensation becomes an important concept. Generally, on audit, the IRS will look to see if salary to owners is too high (for C-corporation owners) or too low (for S-corporation owners)
Companies structured as an unincorporated sole proprietorship, a partnership, or a LLC, reasonable compensation is not something to be concerned about. That’s because, such business entities are generally taxed as partnerships, and the income owners or partners earn from them is subject to personal income tax and self-employment tax.

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IRS using client back-up files from QuickBooks