QBI deduction and S-corp compensation, together
The qualified business income deduction lets eligible owners of sole proprietorships, partnerships, S corporations and some trusts deduct up to 20% of qualified business income, as the IRS describes on its qualified business income deduction page. Below the income thresholds the calculation is straightforward. Above them, limitations based on W-2 wages and the unadjusted basis of qualified property apply, and specified service trades or businesses such as health, law, accounting and consulting can lose the deduction entirely as income rises.
For 2026, Rev. Proc. 2025-32 sets the threshold amount at $403,500 for married filing jointly and $201,750 for other returns, with phase-in range tops of $553,500 and $276,750 respectively. Those figures are the difference between a full deduction, a partial one, and none.
Now connect it to payroll. The IRS states that S corporations must pay reasonable compensation to a shareholder-employee for services provided before non-wage distributions may be made, per its guidance on S corporation compensation and medical insurance issues. Wages reduce your qualified business income, which reduces the QBI deduction, but wages also create the W-2 wage base that supports the deduction above the thresholds, fund your retirement plan contribution capacity, and generate Social Security credits. There is a genuine optimum, and it is specific to your numbers.
Document how you set your salary. Use comparable-position compensation data, your hours, your duties, and what you would pay someone else to do the job. Reclassification cases are usually won and lost on documentation.
Buy-sell agreements, key person coverage, and the Connelly trap
A buy-sell agreement is a contract among owners that says what happens to an ownership interest on death, disability, retirement, divorce or a dispute. It should fix the triggering events, the valuation method, the payment terms, and the funding source. Without funding, the agreement is a promise that the surviving owners will find several hundred thousand dollars during a crisis.
Life insurance is the usual funding mechanism, structured in one of two ways. In a cross-purchase arrangement, each owner buys a policy on the others and uses the proceeds to buy the deceased owner's shares. In an entity redemption or stock redemption arrangement, the company owns the policies and uses the proceeds to redeem the shares.
That distinction became a tax issue in Connelly v. United States, decided by the Supreme Court on June 6, 2024. The Court held that life insurance proceeds a corporation receives to fund a redemption obligation must be counted in valuing the company for estate tax purposes, and the redemption obligation itself did not offset that value, per the Supreme Court opinion in Connelly. In practical terms, a redemption structure can inflate the estate tax value of the deceased owner's shares. Cross-purchase arrangements, or insurance LLC structures, avoid that result but add administrative complexity, especially with more than two or three owners. If your agreement uses entity redemption, have it reviewed by counsel.
Key person insurance is separate and simpler. The business owns the policy on an employee whose loss would materially damage revenue, and uses the proceeds to cover lost profit, recruiting costs, and lender requirements. Premiums are generally not deductible, and lenders frequently require a policy as a condition of a loan.
Group benefits and the thresholds that change your obligations
Employee count changes your legal duties in steps, and the steps arrive faster than owners expect.
| Employee count | What changes |
|---|---|
| 1 employee beyond owner and spouse | A solo 401(k) no longer works. You need a plan that covers eligible employees, typically a 401(k), SEP or SIMPLE. |
| Under 25 full-time equivalents | You may qualify for the small business health care tax credit if you cover at least half of employee-only premium through a SHOP plan. |
| Under 50 full-time and equivalents | No ACA employer mandate. Coverage is optional, and QSEHRA arrangements let you reimburse individual premiums instead. |
| 50 or more full-time and equivalents | You are an applicable large employer, subject to the ACA employer shared responsibility provisions and annual information reporting. |
| 100 or more employees | A SIMPLE IRA is no longer available, and defined contribution plan testing and audit requirements grow. |
The 50-employee line is measured on the average size of your workforce during the prior calendar year, counting full-time employees plus full-time equivalents built from part-time hours, per the IRS guidance on determining applicable large employer status. Seasonal workforce rules can affect the calculation. Cross the line and you owe coverage offers, affordability testing and reporting, so a business approaching 45 full-time equivalents should be modeling the cost a year in advance.
Succession and exit planning
Most owners have an exit strategy in their head and nothing on paper. The gap costs money in three ways: buyers discount for key person dependence, an unexpected death forces a distressed sale, and an owner who has never diversified outside the business has no ability to negotiate.
Work the sequence. Get a defensible valuation, updated every two or three years, so you know what the asset is worth rather than what you hope. Reduce owner dependence by documenting processes, moving client relationships to a team, and building a management layer that can operate for a quarter without you. Clean up the financials, because normalized statements and separated personal expenses can move a multiple more than a good year of revenue. Then choose the path: sale to a third party, sale to a strategic buyer, transfer to family, a management buyout, or an employee stock ownership plan.
Diversify along the way. Funding a solo 401(k) or cash balance plan every year moves money out of the business and into assets a lawsuit or a downturn cannot reach in the same way. It is the closest thing to a hedge on your own concentration risk.
- Choose the plan design that fits this year’s profit. And revisit it annually rather than leaving a SEP in place out of habit.
- Set and document reasonable compensation. Then check its interaction with your QBI deduction and plan contribution capacity.
- Sign or update a funded buy-sell agreement. With a current valuation method and a review of the redemption structure after Connelly.
- Insure the key people. Including anyone whose departure would trigger a loan covenant.
- Model the 50-employee threshold. Before you cross it, not after the first reporting deadline.
- Get a real valuation. And keep it current so any exit conversation starts from evidence.
- Build a 90-day continuity plan. Signing authority, payroll access, client communication, and who is in charge.
Plan rules, state law and insurance availability vary, and thresholds change annually. Work with a CPA and an attorney on execution. Advisory services are offered through a registered investment adviser, and nothing here is individualized advice.
Sources & further reading
- IRS — COLA increases for dollar limitations on benefits and contributions
- IRS — Notice 2025-67, 2026 retirement plan limits
- IRS — Qualified business income deduction
- IRS — S corporation compensation and medical insurance issues
- IRS — Determining if an employer is an applicable large employer
- U.S. Supreme Court — Connelly v. United States (2024)
- IRS — Rev. Proc. 2025-32 (2026 Section 199A thresholds)