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Proposed compensation program for officers and certain key management personnel

State:
Multi-State
Control #:
US-CC-20-297A-NE
Format:
Word; 
Rich Text
Instant download

Description Certain Personnel Form

This sample form, a detailed Proposed Compensation Program for Officers and Certain Key Management Personnel document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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Compensation Officers Download Other Form Names

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Officers Personnel Document FAQ

Officers include the president or chief executive officer, the chief financial officer or treasurer, and the chief operating officer. Responsibilities of the officers vary, depending on their role in the corporation. Officers of the corporation may also be owners of the corporation.

The instructions to the Form 1120S, U.S. Income Tax Return for an S Corporation, state "Distributions and other payments by an S corporation to a corporate officer must be treated as wages to the extent the amounts are reasonable compensation for services rendered to the corporation."

When corporate officers perform services for the corporation, and receive or are entitled to receive payments, their compensation is generally considered wages. Subchapter S corporations should treat payments for services to officers as wages and not as distributions of cash and property or loans to shareholders.

Unreasonable compensation is a level of compensation for owner-managers that does not meet the requirements of IRC 162(a) for reasonable compensation.Compensation over the maximum leads to the IRS changing wages to a constructive dividend, an action that creates higher corporate taxes plus interest and penalties.

Training and experience; Duties and responsibilities; Time and effort devoted to the business; Dividend history; Payments to nonshareholder employees; Timing and manner of paying bonuses to key people;

The IRS requires S Corp shareholder-employees to pay themselves a reasonable employee salary, which means at least what other businesses pay for similar services. And if the IRS finds out that you tried to evade payroll taxes by disguising employee salary as corporate distributions, bad things can happen.

Distributions, Dividends and Other Compensation as Wages. Courts have found shareholder-employees are subject to employment taxes even when shareholders take distributions, dividends or other forms of compensation instead of wages.

Some types of compensation must be deducted as other expenses, such as fees paid to an employment agency for recruiting employees. Director's fees, even if they are paid officers or other employees of the corporation, are not treated as compensation, but are deducted as other expenses.

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Proposed compensation program for officers and certain key management personnel