<\!DOCTYPE html> Texas S-Corp Conversion Guide 2024 — LLC to S-Corp Election | Cain Family Insurance <\!-- NAV --> <\!-- BREADCRUMB --> <\!-- PAGE LAYOUT -->
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⭐ Texas S-Corp Conversion Guide · 2024

Texas Has No Income Tax. But You’re Still Overpaying the IRS.

Texas LLCs don’t pay state income tax, but you still owe 15.3% federal self-employment tax on every dollar of profit. S-Corp election fixes that — and because Texas has no state income tax layer, every dollar you save is 100% federal savings, straight to your pocket.

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The Texas Advantage

Zero state income tax. Maximum federal savings.

Most states add a complexity layer to S-Corp conversions: state-level election forms, franchise adjustments, additional withholding filings. Texas strips most of that away. There is no separate Texas S-Corp election. There is no state income tax reducing your savings. The IRS Form 2553 is the only election you file — and every dollar of SE tax you eliminate stays in your bank account.

The Texas Franchise Tax (the “Margin Tax”) applies to S-Corps, but the vast majority of small businesses fall under the $2.47 million No Tax Due threshold. For most Texas LLC owners making the S-Corp election, the only meaningful tax change is the one that matters most: eliminating self-employment tax on the distribution portion of your income.

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Texas S-Corp Filing Requirements

State S-Corp Election

No separate Texas election required

Texas conforms to the federal S-Corp election. Filing IRS Form 2553 with the IRS is the only election you need. There is no Texas counterpart, no state approval process, and no notification to the Texas Comptroller or Secretary of State for the S-Corp election itself.

Not Required
Federal Form 2553

IRS Form 2553 — the only election filing

File with the IRS by March 15 for the current tax year, or within 75 days of your LLC’s formation date for a same-year election. Late elections may be granted relief under Revenue Procedure 2013-30 if you have reasonable cause. No fee to file. Fax to the IRS service center for your state or mail to the appropriate address on the form instructions.

Required
Secretary of State

No SOS filing needed — $0 fee for S-Corp election

S-Corp is a federal tax classification, not a change to your legal entity type. Your LLC remains an LLC under Texas state law. You do not file anything with the Texas Secretary of State when making the S-Corp election. Your LLC articles of organization, registered agent, and annual report requirements are unchanged.

No Filing
Texas Franchise Tax

Margin Tax applies — but most small S-Corps owe nothing

The Texas Franchise Tax (officially the “Margin Tax”) applies to S-Corps at the same rates as other entities: 0.375% of taxable margin for most businesses, 0.75% for retailers and wholesalers. However, the No Tax Due threshold for 2024 is $2.47 million in total revenue — most small S-Corps qualify and owe $0. Annual franchise tax reports are due May 15 regardless of whether tax is owed.

Applies
Comptroller Registration

Required for payroll withholding when you pay a W-2 salary

Once you begin paying yourself a W-2 salary as an S-Corp officer, you must register with the Texas Comptroller of Public Accounts for employer withholding purposes. You’ll receive a Texas Employer ID and file quarterly payroll reports. This registration is separate from your federal EIN and IRS filings.

Required
Election Timeline

March 15 deadline for current-year election

To make the S-Corp election effective for the current calendar year, file Form 2553 by March 15. For new LLCs, the election must be filed within 75 days of formation to be effective from day one. Elections filed after these windows take effect January 1 of the following year, unless you qualify for late-election relief.

Deadline
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The Texas S-Corp Tax Math

LLC (No S-Corp Election) — $120,000 Profit
Net profit $120,000
SE tax base (92.35% of profit) $110,820
SE tax rate 15.3%
Self-employment tax owed $16,956
Texas state income tax $0
Total SE tax burden $16,956
S-Corp Election — $120,000 Profit
Net profit $120,000
Reasonable W-2 salary $65,000
SE tax on salary (FICA) $9,945
Distribution (no SE tax) $55,000
Texas state income tax $0
Total SE tax burden $9,945
$7,011
Annual Federal Tax Savings

At $120,000 profit with a $65,000 reasonable salary, the S-Corp election saves $7,011 per year in self-employment tax. Because Texas has no state income tax, this is a clean federal saving — no state-level complexity, no offset. Over five years at this profit level, that’s $35,055 in cumulative savings.

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Reasonable Salary Is Not Optional

The IRS requires S-Corp owners who perform services for the business to pay themselves a reasonable salary — not $1/year, not $20,000 for a $400,000 business. The IRS actively audits S-Corps with suspiciously low salaries. A defensible reasonable salary is typically 40–60% of net profit for service-based businesses, benchmarked against what you’d pay someone else to do your job. The Payroll Guide has a full reasonable salary calculator.

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Texas S-Corp Savings Calculator

Estimate Your Annual Tax Savings

Based on your LLC profit, see what S-Corp election saves. Texas-specific: no state income tax layer.

Annual LLC Profit $100,000
$40,000 $270,000 $500,000
SE Tax as LLC
$14,130
15.3% on full profit
SE Tax as S-Corp
$7,650
50% salary, 50% distribution
Annual Savings
$6,480
100% federal (no TX income tax)

Estimates use a 50% reasonable salary ratio and 92.35% SE tax base. Actual savings depend on your specific salary, filing status, and deductions. Consult a CPA for a personalized projection.

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Texas S-Corp FAQ

Does Texas require a separate S-Corp election from the federal Form 2553? +
No. Texas fully conforms to the federal S-Corp election. Filing IRS Form 2553 with the Internal Revenue Service is the only election required. There is no Texas S-Corp election form, no state-level approval process, and no requirement to notify the Texas Secretary of State or the Texas Comptroller about the S-Corp election itself. Once the IRS accepts your Form 2553, you are an S-Corp for both federal and Texas state tax purposes.
How does the Texas Franchise Tax affect S-Corps? +
The Texas Franchise Tax (also called the Margin Tax) applies to S-Corps at the same rates as other taxable entities. The standard rate is 0.75% of taxable margin (0.375% for qualifying businesses). However, the No Tax Due threshold is $2.47 million in annualized total revenue for 2024 — meaning businesses below this level owe zero franchise tax, though they must still file an annual report by May 15. Most small S-Corps easily fall under this threshold and pay nothing. The S-Corp election itself does not change your franchise tax rate or reporting obligations.
Do I need to register with the Texas Comptroller after making an S-Corp election? +
Yes, once you begin paying yourself a W-2 salary. As an S-Corp, you are required to pay yourself a reasonable salary for the services you provide to the business. When you do, you become a Texas employer and must register with the Texas Comptroller of Public Accounts for payroll withholding purposes. You will receive a Texas Employer Identification Number (separate from your federal EIN) and must file quarterly payroll reports (Form C-3). This registration is separate from your Secretary of State filings and your federal EIN application.
Can a foreign LLC (formed outside Texas) operate as an S-Corp in Texas? +
Yes — these are two separate processes that can run concurrently. A foreign LLC files IRS Form 2553 to elect S-Corp status the same way any other LLC does; the IRS does not differentiate based on state of formation. To legally conduct business in Texas, a foreign LLC must also register as a foreign entity with the Texas Secretary of State by filing Form 304 (Application for Registration of a Foreign Limited Liability Company), accompanied by a Certificate of Existence from its home state and a $750 registration fee. The S-Corp election does not require or trigger the foreign entity registration — that obligation arises from conducting business in Texas, regardless of tax status.
When is the best time to elect S-Corp status for a Texas LLC? +
The two key windows are:

1. Before March 15 of the current year — Filing by March 15 makes your S-Corp election effective for the entire current tax year (January 1). This is the most common path for existing LLCs.

2. Within 75 days of formation — For a newly formed LLC, filing within 75 days of your formation date makes the election effective from the date of formation — so you never spend a single day as a standard LLC for tax purposes.

Elections filed after these windows take effect January 1 of the following tax year, unless you qualify for late-election relief under IRS Revenue Procedure 2013-30. Texas has no separate filing deadline — only the federal IRS deadline applies.
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