Decoding Pass-Through Entities: A Comprehensive Guide


In the intricate world of business taxation, one term that frequently emerges is "pass-through entities." If you've found yourself curious about what this concept entails and how it might impact your business or personal finances, you've come to the right place. As a dedicated Chicago CPA firm helping clients nationwide, Lewis CPA understands how important it is to demystify complex tax topics to empower you with knowledge and help you make informed decisions.

In this comprehensive guide, we'll unveil the concept of pass-through entities and provide you with a clear understanding of what they are, how they work, and the advantages they offer. Whether you're a business owner navigating your entity's structure or an individual seeking insights into taxation, this guide is designed to give you the knowledge you need to confidently navigate the world of pass-through entities.

What Is a Pass-Through Entity?

In the realm of taxation, a pass-through entity is any business that's recognized as a separate entity for federal income tax purposes. Unlike traditional corporations (often referred to as C corporations), where profits are taxed at both the corporate and individual levels, pass-through entities offer a distinct advantage: they allow income to "pass-through" the business entity and be taxed directly on the owner's personal tax return.

In other words, the owners of the entity are responsible for reporting their proportional shares of the business's income, gains, losses, deductions, and credits on their individual tax returns. The business itself doesn't pay federal income taxes. Instead, the full income tax liability passes through to the owners, who address it as part of their personal tax obligations

Pass-through entities come in many forms, each with its own characteristics and benefits. We've outlined a closer look at what these entities entail:

  • Sole Proprietorships: This is the simplest form of a pass-through entity and is often chosen by small business owners. As a sole proprietor, you and your business are considered a single entity, and you report your business income and expenses on your personal tax return.
  • Partnerships: In a partnership, two or more individuals or entities come together to jointly own and operate a business. Partnerships allow for shared management and liability, and income is distributed among partners according to the terms that are outlined in the partnership agreement.
  • S Corporations: An S corporation is a special type of corporation that offers certain tax advantages. It combines the limited liability of a corporation with the pass-through taxation of a partnership. S corporations have restrictions on ownership and are limited to 100 shareholders.
  • Limited Liability Companies (LLCs): LLCs are flexible entities that offer limited liability protection for owners (known as members) while also allowing for pass-through taxation. LLCs offer a level of personal asset protection similar to corporations.

It's essential that you understand the form of a pass-through entity that aligns with your business's structure and goals is crucial. It can influence various aspects of your operations, taxation, and liability. These entities offer distinct advantages, such as simplified tax reporting, flexibility in management, and the potential to benefit from the pass-through deduction (Qualified Business Income deduction).

As we continue learning about this topic, we'll delve deeper into the intricacies of pass-through taxation and explore how each type of entity functions. This knowledge can arm you to make better decisions about your business's structure and financial strategies.

How Pass-Through Entities Are Taxed

Navigating the taxation landscape of pass-through entities involves understanding income tax treatment, self-employment taxes, and the implications of the Tax Cuts and Jobs Act (TCJA). Pass-through entities, including sole proprietorships, partnerships, LLCs, and S corporations, have unique tax characteristics that impact how owners report and pay taxes on their business income. We've provided an overview of how these tax considerations play out:

How Pass-Through Entities Are Taxed

Income Tax for Pass-Through Entities:

Pass-through entities provide a tax advantage by flowing business profits through to individual owner's personal tax returns. Instead of facing corporate-level taxation, owners pay income taxes on their share of business income at their individual tax rates. This approach can be advantageous, especially if the individual's tax rates are lower than corporate rates.

However, various factors, including your state and local taxes and tax laws, can influence the overall advantage. We encourage you to consult with an accountant or tax professional for insights tailored to your situation.

For different pass-through entity types, here's how federal income taxes are generally handled:

  • Sole Proprietorships: Business and owner aren't separate tax entities. Business income tax is calculated on Schedule C of the owner's personal tax return.
  • Single-Member LLCs: Tax treatment is similar to sole proprietorships, with business income and losses flowing through to the owner's personal income tax return.
  • Partnerships: Income or loss is divided among partners as per their share in the partnership agreement. Partners report their share of profits using Schedule K-1 and Schedule E on their personal tax returns.
  • Multi-Member LLCs: These are treated similarly to partnerships, with members receiving Schedule K-1 and reporting on Schedule E of Form 1040.
  • S Corporations: Income taxes pass through to owners. However, filing requirements depend on the underlying business entity, as S corporation status is an IRS election, not a business entity type.

Self-Employment Taxes and Pass-Through Entities

Self-Employment Taxes and Pass-Through Entities

Pass-through entity owners, as self-employed individuals, are subject to self-employment taxes under the Self-Employment Contributions Act of 1954 (SECA). These taxes encompass both Social Security and Medicare contributions. Unlike employees of other businesses, self-employed individuals need to cover the entire 12.4% Social Security tax and 2.9% Medicare tax, totaling 15.3%, as part of their federal tax liability. Usually, these self-employment taxes are paid in quarterly installments along with estimated income taxes.

For employees of traditional businesses, the contribution to Social Security and Medicare is a shared responsibility. Half of these taxes are paid by the employer, while the remaining half is withheld from employees' paychecks and remitted to the federal government by the employer.

In the context of S corporations, the self-employment tax burden on business owners is mitigated due to a distinct taxation structure. Individuals within S corporations only pay SECA tax on the wages and salaries they receive from the business. This "employee income" is subject to 50% of Social Security and Medicare taxes, with the remaining 50% being withheld from their paychecks. The S corporation then covers the other 50% of these taxes.

Any remaining business profits are distributed to S corporation owners as distributions are subject to income tax but not self-employment taxes. Entrepreneurs should be cautious and ensure they pay themselves a reasonable salary to avoid attempting to evade self-employment taxes by disproportionately receiving compensation through distributions. If you participate in these practices, it could trigger IRS scrutiny and potential audits and lead to unnecessary challenges and complications.

The TCJA and Pass-Through Entities

The Tax Cuts and Jobs Act (TCJA) introduced a 20% deduction for Qualified Business Income (QBI) earned by pass-through entities before federal income taxes. However, limitations apply:

  • The deduction is 20% of QBI, but not all income qualifies.
  • The deduction is limited to 20% of QBI or 50% of total W-2 wages paid by the business.
  • Restrictions apply for specified service fields.
  • Other thresholds and rules affect pass-through entities based on taxable income.

Professional tax assistance is important to accurately calculate deductions and prepare forms to pay tax, as the TCJA introduces complexities that require careful consideration.

Types of Pass-Through Entities: Pros and Cons

Pass-through entities offer many options that cater to diverse business needs and structures. Let's take a closer look at the various types of pass-through entities and the unique advantages and considerations each brings to the table:

1. Sole Proprietorships: Simplicity and Full Control

Sole Proprietorships: Simplicity and Full Control


  • Simplicity: Operating as a sole proprietorship requires minimal paperwork and legal formalities, making it an accessible choice for startups and small businesses.
  • Full Control: As the sole owner, you have complete control over decision-making and business operations.
  • Tax Flexibility: Reporting income and expenses on your personal tax return allows for easy tax planning and deductions.


  • Unlimited Liability: You're personally liable for the business's debts and obligations.
  • Limited Growth: Sole proprietorships might face limitations in terms of raising capital and expanding operations.

2. Partnerships: Shared Management and Liability


  • Shared Management: Partnerships allow for collaboration and shared management responsibilities among partners.
  • Risk Distribution: Risks and liabilities are distributed among partners based on their ownership percentages.
  • Tax Flexibility: Income distribution can be structured to optimize tax liability for each partner.


  • Joint Liability: Partners are jointly liable for the actions and obligations of the partnership, including each other's decisions.
  • Complex Decision-Making: Collaboration requires clear communication and alignment among partners.

3. S Corporations: Tax Advantages and Limitations


  • Pass-Through Taxation: Similar to other pass-through entities, S corporations benefit from pass-through taxation and avoid double taxation.
  • Limited Liability: Shareholders' personal assets are protected from business liabilities.
  • Tax Savings: Owners can receive distributions that aren't subject to self-employment taxes.


  • Ownership Restrictions: S corporations have restrictions on ownership, including the number and type of shareholders.
  • Formal Structure: Compliance with certain formalities is required, including holding regular meetings and maintaining records.

4. Limited Liability Companies (LLCs): Flexibility and Limited Liability


  • Flexibility: LLCs combine the benefits of limited liability with the operational flexibility of a partnership.
  • Limited Liability: Members' personal assets are generally protected from the business's debts and liabilities.
  • Pass-Through Taxation: LLCs enjoy pass-through taxation and the associated tax advantages.


  • State Regulations: LLC regulations vary by state, and compliance requirements can differ.
  • Member Management: Clear delineation of management roles and responsibilities among members is crucial for effective operation.

Choosing the right pass-through entity type is a decision that requires careful consideration of your business goals, risk tolerance, management preferences, and tax strategy. You'll need to evaluate the advantages and considerations of each type in light of your specific circumstances.

As you consider the above options, keep in mind that seeking professional guidance, like that of our experienced CPA firm at Lewis CPA, can play a key role in ensuring you make a well-informed decision that aligns with your business aspirations.

Advantages of Pass-Through Entities

Pass-through entities have gained popularity among entrepreneurs and business owners due to the range of advantages they offer. These advantages not only simplify your business operations but also impact your bottom line positively. Let's delve into the key benefits of choosing a pass-through entity structure:

1. Avoidance of Double Taxation:

One of the key advantages of pass-through entities is the avoidance of double taxation, a common concern for traditional C corporations. In a C corporation, profits are taxed at the corporate level, and then again when dividends are distributed to shareholders, resulting in double taxation. Pass-through entities sidestep this issue entirely. Income passes directly through to the owners' or shareholders' personal tax returns and eliminates the need for corporate-level taxation. This streamlined taxation approach can result in substantial tax savings, allowing you to retain more of your hard-earned income.

2. Flexibility in Business Management:

If you're seeking autonomy in decision-making and management, pass-through entities offer a level of flexibility that business owners like. Whether you're a sole proprietor, a partner in a partnership, or a member of an LLC, you have the freedom to run your business your way. This flexibility allows you to pivot swiftly in response to market changes, seize opportunities, and make decisions that align with your long-term vision.

3. Simplified Tax Reporting:

Another advantage of pass-through entities is the simplicity of tax reporting. Rather than dealing with separate business and personal tax filings, pass-through entities consolidate tax reporting. Income, deductions, and losses are reported on your individual tax return which streamlines the process and reduces administrative complexity. This can save you time, resources, and potential stress during tax season.

4. Pass-Through Deduction (Qualified Business Income Deduction):

The introduction of the pass-through deduction, also known as the Qualified Business Income (QBI) deduction, offers another layer of appeal to pass-through entities. The QBI deduction allows eligible business owners to deduct up to 20% of their qualified business income from their taxable income. This deduction can significantly lower your tax liability and benefit your financial position. However, eligibility criteria and limitations apply, so it's essential to understand the rules to maximize its benefits.

Disadvantages of Pass-Through Entities

Disadvantages of Pass-Through Entities

While pass-through entities offer many benefits, it's important to consider the potential disadvantages that come with this business structure. If you understand these drawbacks, you make an informed decision about whether a pass-through entity is the right choice for your business. Let's explore some of the key disadvantages:

1. Self-Employment Taxes:

Pass-through entities, especially sole proprietorships and partnerships, may subject owners to self-employment taxes. Unlike employees of corporations who pay taxes and split Social Security and Medicare taxes with their employers, self-employed individuals are responsible for paying the full amount of these taxes. This may result in higher tax obligations, reducing the overall tax advantage of pass-through taxation.

2. Limited Tax Deductions:

While pass-through entities offer advantages in terms of tax simplicity, they may not provide individual taxpayers with the same level of access to deductions and tax credits available to C corporations. Some tax incentives and deductions are exclusively available to corporations which potentially limits your ability to offset taxable income with deductions.

3. Limited Capital Raising Options:

Pass-through entities, especially smaller ones like sole proprietorships and partnerships, could face challenges when it comes to raising capital. Unlike corporations that can issue various types of stock, pass-through entities have more limited options for raising funds. This could hinder growth and expansion efforts.

4. Restrictions on S Corporation Ownership:

For those considering S corporations, it's important to note that there are strict restrictions on ownership. S corporations can't have more than 100 shareholders. These shareholders must meet specific eligibility criteria. This limitation can impact your ability to bring in investors or expand ownership in the future.

5. Complexity in Management:

While pass-through entities provide flexibility in decision-making, partnerships can sometimes face challenges related to managing decisions and responsibilities. In a partnership, disagreements between partners can complicate the decision-making process and potentially hinder business operations.

6. Potential for Higher Audit Risk:

Certain pass-through entities, especially those eligible for the pass-through deduction, might attract closer scrutiny from tax authorities. The complexities of calculating deductions and eligibility requirements could increase the likelihood of an audit. This means that proper documentation and compliance are crucial to navigating this potential risk.

7. Varying State Regulations:

Limited Liability Companies (LLCs) operate under state-specific regulations, which can lead to complexity when conducting business across different states. Compliance requirements and administrative procedures could differ, requiring careful attention to each jurisdiction's rules and proposed regulations.

Ultimately, the decision to opt for a pass-through entity should be based on thoroughly analyzing both the advantages and disadvantages. Understanding the potential drawbacks allows you to devise strategies to mitigate risks and make well-informed choices that align with your business goals and circumstances.

Pass-Through Taxation: An Overview

Pros of Avoiding Double Taxation Cons of Avoiding Double Taxation
1. Tax Savings: Pass-through entities like sole proprietorships, partnerships, and LLCs avoid the corporate-level taxation that C corporations face. This can result in significant tax savings for owners.
1. Self-Employment Taxes: Owners of pass-through entities may be subject to self-employment taxes, which can be higher than the combined Social Security and Medicare taxes paid by employees and employers.
2. Simplified Reporting: Pass-through entities report income, deductions, and losses on owners' personal tax returns. This streamlined approach simplifies tax reporting and reduces administrative complexity. 2. Limited Deductions: Pass-through entities might have limited access to certain deductions and tax credits that are available exclusively to C corporations, potentially impacting their ability to offset taxable income.
3. Retained Profits: By avoiding double taxation, pass-through entities can retain more of their profits for reinvestment, expansion, or distribution to owners and shareholders. 3. Limited Capital Raising: Pass-through entities, especially smaller ones, might have fewer options for raising capital compared to corporations, potentially hindering growth efforts.
4. Tax Flexibility: Pass-through entities offer flexibility in structuring income distributions and deductions, allowing for tax planning strategies that suit the owners' needs. 4. S Corporation Ownership Restrictions: S corporations have strict restrictions on ownership, limiting the number of shareholders and their eligibility, which can impact future growth and investment.
5. Pass-Through Deduction: Eligible pass-through entities can benefit from the Qualified Business Income (QBI) deduction, allowing them to deduct up to 20% of their qualified business income, further reducing their taxable income. 5. Management Complexity: Partnerships might face management complexities, especially in decision-making processes where disagreements between partners can arise.
6. Higher Audit Risk: Entities eligible for the QBI deduction might face increased scrutiny from tax authorities due to complexities in calculating the deduction and meeting eligibility criteria.
7. Varying State Regulations: Limited Liability Companies (LLCs) operate under varying state regulations, which can lead to administrative complexity when conducting business across different states.

What Is an Elective Pass-Through Entity Tax?

An Elective Pass-Through Entity (PTE) Tax, often referred to as a state-level "entity-level tax," is a forward-looking taxation option that allows certain pass-through entities to proactively address tax challenges, namely concerning tax years beginning. This empowers eligible entities to pay taxes at the entity level rather than passing through the tax liability to individual owners. This approach has gained popularity due to changes in federal tax laws and its potential benefits that extend to both the entity and its owners.

Key Points About the Elective Pass-Through Entity Tax Encompass:

  • Choice of Taxation: Under the Elective PTE Tax, qualifying pass-through entities have the flexibility to opt for entity-level tax payment based on the entity's income — a concept reminiscent of C corporations' taxation structure. This contrasts the conventional pass-through model where income flows through to individual owners, subjecting them to personal tax rates.
  • Advantages for Owners: The decision to elect an entity-level tax mechanism can be advantageous for owners, including the potential to alleviate their individual tax liabilities. As the entity assumes the tax responsibility for its income, owners could find relief in reduced individual tax obligations.
  • Mitigating SALT Limitations: Notably, the Elective PTE Taxes offer an avenue for pass-through entity owners to navigate the limitations imposed on state and local tax (SALT) deductions, particularly in the context of state income tax credit and state tax credit. It's possible that opting for entity-level taxation could mitigate the impact of these federal limitations.
  • Varied State Dynamics: The adoption of Elective PTE Taxes is nuanced across states, with diverse rules and eligibility criteria. In various jurisdictions, this option emerges as a strategic response to address the complexities associated with federal SALT deduction limitations, including considerations of local income taxes.
  • Impact on Federal Tax Benefits: The advent of the federal Qualified Business Income (QBI) deduction is significant in the popularity of the Elective PTE Tax. This provision empowers qualifying pass-through entity owners to deduct up to 20% of qualified business income from their federal taxable income, effectively enhancing federal tax benefits.

The Elective Pass-Through Entity Tax outlines the evolving landscape of tax strategies and requires a thorough understanding of tax implications such as state income tax credit, state tax credit, federal tax benefit, and local income taxes. To successfully navigate these intricacies, you'll need to partner with experienced tax professionals like ours at Lewis CPA.

Illinois Pass-Through Entity (PTE) Tax

Illinois Pass-Through Entity (PTE) Tax

In Illinois, the Pass-Through Entity (PTE) tax is an elective entity-level income tax option available for partnerships (excluding publicly traded partnerships under IRC 7704) and subchapter S corporations. This option is effective for tax years ending on or after December 31, 2021, and beginning prior to January 1, 2026. We've summarized the key points regarding the PTE tax in Illinois:

  1. Elective Tax Option: Partnerships and subchapter S corporations have the choice to elect the PTE tax, allowing them to pay taxes at the entity level rather than passing the tax liability to individual partners or shareholders.
  2. Tax Rate: The PTE tax rate is 4.95 percent (.0495) of the entity's net income for the taxable year.
  3. Liability: The partnership or S corporation making the election is responsible for paying the PTE tax.
  4. Credit and Liability: Partners or shareholders receive credit for the amount of PTE tax paid but are still liable for any remaining tax (including penalties and interest) based on their share of the entity's income and credits.
  5. Estimated Tax Payments: Electing entities making the PTE tax election must make quarterly estimated tax payments if the expected tax due (including both PTE tax and replacement tax) exceeds $500. Estimated tax payments are due on the 15th day of the 4th, 6th, 9th, and 12th months of the tax year.
  6. Penalty Relief: For tax years ending before December 31, 2022, the Illinois Department of Revenue waives late estimated payment penalties related to the PTE tax election. However, this relief applies only to partnerships and subchapter S corporations, not to partners or shareholders.
  7. Tax Years After 2022: For tax years ending on or after December 31, 2022, entities electing the PTE tax must base their estimated payments on 90 percent of the current year's tax liability or 100 percent of the prior year's tax liability. If the election is not made, estimated payments are not required.
  8. Refund and Credits: Pass-through entities that overpay PTE tax can request a refund, and members are allowed a credit for their share of the calculated PTE tax due (to the extent paid).
  9. Documentation: The election to pay the PTE tax is made on specific state forms, such as Form IL-1065 (Partnership Replacement Tax Return) or Form IL-1120-ST (Small Business Replacement Tax Return).

Key Considerations When Opting for Entity-Level Taxation

Key Considerations When Opting for Entity-Level Taxation

Before deciding whether to opt for entity-level taxation, several important considerations come into play:

  1. Owner Benefits: It's crucial to assess if the election would disproportionately benefit certain owners, potentially altering the existing agreement among owners.
  2. Resident State Tax Consequences: Consider the tax implications for owners in their resident state, particularly if that state doesn't permit resident taxpayers to claim credits for taxes paid to another state by the entity.
  3. Additional Costs: Evaluate any potential extra costs, such as administrative, legal, or accounting expenses that are associated with the election.

If the election would be advantageous for a majority of owners but the PTE doesn't qualify for the annual election due to non-qualifying owners, exploring entity restructuring might be beneficial. By reorganizing the PTE to include only eligible owners, it can become eligible for the election.

Many states that have introduced elective PTE taxes often include provisions for the tax to expire after tax year 2025 to align with the conclusion of the SALT (state and local tax) cap. Additionally, these state laws may be repealed earlier if the $10,000 limit on state and local tax deductions in IRC Sec. 164 is lifted. These considerations highlight the dynamic nature of these tax strategies and the evolving landscape of tax regulations.

The Bottom Line

In the intricate realm of pass-through entity taxation, understanding the nuances can lead to optimized tax strategies. This can be a complicated subject yet one that is essential for your business to understand.

Whether choosing entity-level taxation, navigating state-specific options like the Elective Pass-Through Entity Tax, or exploring eligibility factors, informed decisions are paramount. Lewis CPA, with over 25 years of expertise, is your partner in this journey. Our seasoned tax professionals can provide tailored tax advice and ensure that your tax approach aligns with your unique business needs. Consult with Lewis CPA to reach the full potential of pass-through taxation and secure your financial success

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