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S-corp owner payroll: what to fix before 31 December

A December checklist for an S-corp owner on payroll: reasonable salary, distributions and basis, shareholder health insurance, the January filings, and cash on pay day.

8 min read · Updated October 12, 2026

Why December is the deadline that matters

Box 1 of a W-2 shows the wages you paid the employee during the year. Payroll tax deposits follow the same date: the liability arises when wages are paid.

So a salary meant for 2026 that is run on 4 January is 2027 wages, whatever period it was meant to cover. Anything that has to be in the 2026 wages has to be paid by 31 December 2026.

Reasonable compensation

An S-corp has to pay a shareholder who works in the business reasonable compensation for that work before it makes non-wage distributions. The Form 1120-S instructions say distributions and other payments to a corporate officer must be treated as wages to the extent they are reasonable compensation for services.

There is no formula. The IRS says the Code and the regulations give no specific guidelines, and the courts weigh factors case by case:

  • Training and experience
  • Duties and responsibilities
  • Time and effort devoted to the business
  • Dividend history
  • Payments to non-shareholder employees
  • Timing and manner of paying bonuses to key people
  • What comparable businesses pay for similar services
  • Compensation agreements
  • The use of a formula to determine compensation

Distributions and basis

Distributions are tax-free only up to your basis in the stock. Under the Form 7203 instructions, a distribution larger than your stock basis before distributions is reported as a capital gain for the excess.

A shareholder who received a non-dividend distribution files Form 7203 with their return. If the year’s distributions are heading past basis, December is when to notice, not April.

Basis moves with the year’s income, losses and distributions, so it is worth having your accountant confirm the figure rather than estimating it.

Health insurance for a more-than-2% shareholder

When the S-corp pays or reimburses health insurance premiums for a shareholder who owns more than 2%, the premiums are wages for that shareholder. They go in Box 1 of the W-2. If the plan covers all employees or a class of them, they are not subject to Social Security or Medicare tax, so they stay out of Boxes 3 and 5.

The shareholder can then take an above-the-line deduction for the premiums, as long as the coverage was established by the S-corp and the other self-employed health insurance rules are met. It is not available if the shareholder or their spouse was eligible for a subsidised health plan.

The common miss is premiums paid all year and never added to payroll. The last payroll of the year is the place to add them.

The January filings

Three returns follow the year-end payroll, and in 2027 the usual 31 January date falls on a Sunday. Each set of instructions moves a weekend due date to the next business day.

  • Form 941 for October to December: due 31 January, so Monday 1 February 2027. If every deposit for the quarter was made on time, the instructions allow until 10 February 2027.
  • Forms W-2 to employees, and Copy A with Form W-3 to the Social Security Administration: 1 February 2027, per the 2026 General Instructions for Forms W-2 and W-3.
  • New York Form NYS-45 for the fourth quarter: due 31 January, so 1 February 2027. It has to be filed electronically.

Cash in the payroll account on pay day

Federal payroll tax deposits have to be made by electronic funds transfer. Whether they are due monthly or semiweekly depends on your deposit schedule, and the liability arises on the day the wages are paid.

A large December salary therefore brings a large December deposit: the employee and employer halves of Social Security and Medicare, and the income tax withheld. Social Security stops at the 2026 wage base and Medicare does not.

The cash for all of it has to be in the business account before the payroll runs. Moving it from the owner’s personal account afterwards is how December payroll goes wrong.

If the salary was too low

The IRS has the authority to reclassify distributions to a shareholder as wages, which brings the employment taxes that would have been due on them. The courts have upheld that authority in a line of cases.

Correcting the year inside the year is simpler than correcting it after the W-2s and the fourth-quarter 941 are filed. What the right salary is remains a question for you and your accountant; software cannot give you the number.

Work it out for your own numbers: S-corp vs sole proprietor calculator, 2026

This describes how these rules work in general. It is not tax advice, and whether any of it applies to your situation is a question for someone who knows it. Figures change every year; this page was last checked October 12, 2026.

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