Author Topic: LLC, S Corp, or Sole Proprietorship?  (Read 35902 times)

StetsTerhune

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LLC, S Corp, or Sole Proprietorship?
« on: July 20, 2015, 04:57:49 PM »
This is all hypothetical right now, but I've been in talks with a former colleague about consulting for a project he's working on. It's not  certain right now that the project will come to fruition, but if it does, I'll get a low six-figure fee for my work and likely the same for several related projects. I've only ever been a salaried, W2'ed, employee, so I don't know much about any of this. Does any one have any experience as a freelancer and setting up a LLC or an S Corp?

I've done a little research and here's what I seem to have learned, please tell me if any of this is not correct:
The basic trade-off is S Corps may save on taxes (can classify part of the fees as profit, not salary, and avoid paying FICA on that portion), but at a cost of added time/hassle/expense of setting up/maintaining the S Corp
Alternatively, LLC's are greatly simplified in terms of setting up and maintaining, but offers no tax advantages. The only advantage is that it shields personal assets from claims against the business (which is not something I'm worried about).
And of course, I could do nothing, be a sole proprietorship, avoid the most hassle, but have to pay 15ish% FICA on everything I get in fees.

It certainly seems like from a pure dollar perspective the S corp would be the best option, but I don't know how much time and money it would actually cost to set up and maintain (especially since it is uncertain if/how much consulting work I'll get here). Does anyone have personal experience with this that they could share?

grantmeaname

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #1 on: July 20, 2015, 05:32:37 PM »
What field are you in?

Have you poked around sba.gov?

StetsTerhune

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #2 on: July 20, 2015, 06:19:45 PM »
What field are you in?

Have you poked around sba.gov?

I'd rather not say what field I'm in (just paranoid about posting personal stuff on the internet, and it's a pretty small field).

Hadn't checked out sba.gov, looks like a really good resource, thanks!

grantmeaname

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #3 on: July 20, 2015, 06:29:39 PM »
Ok. You should watch out for the personal service corporation rules if you decide to incorporate. Among other nasty things, you'll have all your income taxed at 35% rather than graduated rates.

Spondulix

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #4 on: July 20, 2015, 07:18:50 PM »
And of course, I could do nothing, be a sole proprietorship, avoid the most hassle, but have to pay 15ish% FICA on everything I get in fees.

Does sole proprietor vs LLC change what you can itemize at all? Or SEP/Solo 401k options? (I've been sole proprietor for nearly a decade - an old accountant said I won't see much tax benefit until the business makes over $125k, but not really sure why)

Cpa Cat

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #5 on: July 20, 2015, 07:31:40 PM »
Ok. You should watch out for the personal service corporation rules if you decide to incorporate. Among other nasty things, you'll have all your income taxed at 35% rather than graduated rates.

PSC rules only apply to C-Corporations.

(I've been sole proprietor for nearly a decade - an old accountant said I won't see much tax benefit until the business makes over $125k, but not really sure why)

Your accountant's $125k rule is likely in reference to the fact that the IRS requires S-Corporations to pay you a reasonable salary and pay payroll taxes on it. When you're the only employee - it's hard to dispute that a "reasonable salary" isn't exactly what people are willing to pay you for your services. Everything you earn should be counted as your salary.

In all likelihood, your accountant has set an arbitrary cutoff, where if you make $125k, you have a good argument to make that you're surpassing a reasonable salary (and maybe now, you're making money off goodwill or reputation or whatever).

I usually push people toward S-Corps when they have employees other than themselves or their income gets into the six figures (I don't disagree with your accountant's cutoff).

Cathy

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #6 on: July 20, 2015, 08:01:34 PM »
There is no such single business entity called an "LLC". Each of the 50 states of the United States has its own statute authorising an entity called an "LLC", but these are 50 different entities governed by 50 different laws as interpreted by 50 different court systems plus federal courts acting pursuant to diversity jurisdiction or otherwise. When the LLC is involved in a court case and there are out-of-state indicia present, the Court will apply the choice-of-law provisions of the forum state (or, if applicable, of the state in which the federal court sits) to determine which jurisdiction's law applies to the claim or claims.

The term "corporation" in the Internal Revenue Code ("IRC") is not limited to entities that are corporations under applicable state (or foreign) corporate law. In fact, the IRC does not even contain a comprehensive definition of "corporation"; it merely specifies a whitelist of entities that are included within the term: 26 USC § 7701(a)(3).

Ontologically, an "S Corporation" is not a distinct type of corporation for the purpose of corporate law. The IRC contains many different taxation regimes that apply in various circumstances. According to 26 USC § 1361(a)(1), the term "S Corporation" refers to any business entity (which may or may not be a corporation under state or other law) that meets the requirements of, and has elected the application of, Subchapter S of Chapter 1 of Subtitle A of the IRC pursuant to 26 USC § 1362(a).

3okirb

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #7 on: July 20, 2015, 08:26:29 PM »
You want cheap advice, go talk to your Chamber of Commerce.  They usually have classes on this stuff.  If you're not willing to disclose what you do, it's hard to give you the best advice in this situation.  Each way has specific pros and cons that you're probably not thinking of.  If you want to pay a few bucks (not as much as you probably think), go talk to a business attorney and have them advise you and then set it up for you.

StetsTerhune

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #8 on: July 21, 2015, 03:55:08 PM »
Thanks everyone for all the resources, ideas and information!

I do apologize for being unwilling to say what field I'm in, but there's nothing like posting that I'm retiring in 8 months and have some lucrative consulting work in the field lined up to make me paranoid about anyone I work with finding me here.

This is probably a stupid question -- why/when would I want to talk to a lawyer about this rather than an accountant?

3okirb

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #9 on: July 21, 2015, 08:00:07 PM »
Thanks everyone for all the resources, ideas and information!

I do apologize for being unwilling to say what field I'm in, but there's nothing like posting that I'm retiring in 8 months and have some lucrative consulting work in the field lined up to make me paranoid about anyone I work with finding me here.

This is probably a stupid question -- why/when would I want to talk to a lawyer about this rather than an accountant?

In this case, a lawyer makes more sense because he can help you implement what you're talking about.  You get the advice and he fills out the legal paperwork.  (And tax lawyers know a lot more than accountants for the most part)

Sibley

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #10 on: July 22, 2015, 09:24:29 AM »
As as accountant - we're not specifically taught the laws. We're taught the basics, and how to actually do things. In addition, the number of classes we take that are tax specific is tiny compared to the number of accounting classes. I had a grand total of 2 semesters of tax. Beyond that it's up to the individual to get training.

If you need a return filed, a tax accountant is probably your best bet. Advice on the best setup and help doing it, go to a tax lawyer.

If you screwed up really badly on your taxes and it looks like fraud, didn't file, that sort of thing, then you probably need the lawyer and possibly an accountant to do the returns.

Cpa Cat

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #11 on: July 22, 2015, 10:27:51 AM »
I just want to reiterate what other have said, but with some bold for emphasis:

Tax attorney.

Non-tax attorneys are good at filing documents correctly with the state Secretary of State... but not so good with the tax strategy/tax forms. I have seen many businesses end up as C-Corps inappropriately because their attorney didn't know what an S-Corp was or how simple it would have been to file the form to elect to be an S-Corp.

Meanwhile, many accountants are fairly passive. If your attorney made you a C-Corp, who is your accountant to argue? They assume there's some reason for that - but fail to ask the question to confirm that there's a reason. I cannot describe the sinking feeling when I'm the first person in 10 years to ask my new client, "Oh, a C-Corp? What made you decide on that?" and they reply with, "I don't know, my attorney set it up ages ago."

Sibley

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #12 on: July 22, 2015, 12:03:07 PM »
I just want to reiterate what other have said, but with some bold for emphasis:

Tax attorney.

Non-tax attorneys are good at filing documents correctly with the state Secretary of State... but not so good with the tax strategy/tax forms. I have seen many businesses end up as C-Corps inappropriately because their attorney didn't know what an S-Corp was or how simple it would have been to file the form to elect to be an S-Corp.

Meanwhile, many accountants are fairly passive. If your attorney made you a C-Corp, who is your accountant to argue? They assume there's some reason for that - but fail to ask the question to confirm that there's a reason. I cannot describe the sinking feeling when I'm the first person in 10 years to ask my new client, "Oh, a C-Corp? What made you decide on that?" and they reply with, "I don't know, my attorney set it up ages ago."

You just confirmed my observations :)

Richie Poor

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #13 on: July 22, 2015, 02:21:43 PM »
I've been researching the same question as the OP. I've been a self-employed IT consultant for 12 years but have always been a sole proprietor and the self employment tax eats my lunch every year.

Since learning recently that an LLC can file taxes as an S Corp I have been leaning that direction, but haven't yet learned exactly what the fees will be. I make less than 100k so I may wait until I get closer to that benchmark to make it more worthwhile. I would be interested to hear from someone who has done it.

dandarc

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #14 on: July 22, 2015, 02:32:16 PM »
I've been researching the same question as the OP. I've been a self-employed IT consultant for 12 years but have always been a sole proprietor and the self employment tax eats my lunch every year.

Since learning recently that an LLC can file taxes as an S Corp I have been leaning that direction, but haven't yet learned exactly what the fees will be. I make less than 100k so I may wait until I get closer to that benchmark to make it more worthwhile. I would be interested to hear from someone who has done it.
Yeah - similar set up as you, and I'm sticking Sole-proprietor for a couple reasons. 

1.  Honestly, all of my income is earned income.  I basically have 0 expenses - they don't even let me use my own computer here.  Even if I could get away with marking a chunk as "profit", it wouldn't feel right.  If my name badge didn't say "contractor" on it, I'd be just like any employee here.  I for one, don't want to rock the boat enough to make that happen - contractor is way more lucrative than employee here.

2.  I'm already over the SS limit, so the marginal "tax savings" by going S-corp are only ~2.9%.  I can get more current-year tax savings by staying sole-proprietor and thus being able to defer more in my SoloK.  So it would take quite a lot of my income to even get into the area where the S-corp would save the 15.3% full self employment tax rate.  Then the more you pay as "earnings", the more likely you are to get audited.

Guess on the net, I think sole proprietor is just a better deal for me.  YMMV of course.

3okirb

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #15 on: July 22, 2015, 06:58:33 PM »
I've been researching the same question as the OP. I've been a self-employed IT consultant for 12 years but have always been a sole proprietor and the self employment tax eats my lunch every year.

Since learning recently that an LLC can file taxes as an S Corp I have been leaning that direction, but haven't yet learned exactly what the fees will be. I make less than 100k so I may wait until I get closer to that benchmark to make it more worthwhile. I would be interested to hear from someone who has done it.
Yeah - similar set up as you, and I'm sticking Sole-proprietor for a couple reasons. 

1.  Honestly, all of my income is earned income.  I basically have 0 expenses - they don't even let me use my own computer here.  Even if I could get away with marking a chunk as "profit", it wouldn't feel right.  If my name badge didn't say "contractor" on it, I'd be just like any employee here.  I for one, don't want to rock the boat enough to make that happen - contractor is way more lucrative than employee here.

2.  I'm already over the SS limit, so the marginal "tax savings" by going S-corp are only ~2.9%.  I can get more current-year tax savings by staying sole-proprietor and thus being able to defer more in my SoloK.  So it would take quite a lot of my income to even get into the area where the S-corp would save the 15.3% full self employment tax rate.  Then the more you pay as "earnings", the more likely you are to get audited.

Guess on the net, I think sole proprietor is just a better deal for me.  YMMV of course.

Having dealt with hundreds (probably well over a thousand at this point in my career) of business owners, I can say that most are sole proprietors if: 1)  They don't have a job where they can be sued and 2) They don't own property the business uses (including autos)

In those two cases, it makes a lot of sense to set it up a different way.  Again, a tax lawyer is the way to go to figure this stuff out to make sure you're not leaving any important information out of your decision.

Richie Poor

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #16 on: July 22, 2015, 08:16:48 PM »
I've been researching the same question as the OP. I've been a self-employed IT consultant for 12 years but have always been a sole proprietor and the self employment tax eats my lunch every year.

Since learning recently that an LLC can file taxes as an S Corp I have been leaning that direction, but haven't yet learned exactly what the fees will be. I make less than 100k so I may wait until I get closer to that benchmark to make it more worthwhile. I would be interested to hear from someone who has done it.
Yeah - similar set up as you, and I'm sticking Sole-proprietor for a couple reasons. 

1.  Honestly, all of my income is earned income.  I basically have 0 expenses - they don't even let me use my own computer here.  Even if I could get away with marking a chunk as "profit", it wouldn't feel right.  If my name badge didn't say "contractor" on it, I'd be just like any employee here.  I for one, don't want to rock the boat enough to make that happen - contractor is way more lucrative than employee here.

2.  I'm already over the SS limit, so the marginal "tax savings" by going S-corp are only ~2.9%.  I can get more current-year tax savings by staying sole-proprietor and thus being able to defer more in my SoloK.  So it would take quite a lot of my income to even get into the area where the S-corp would save the 15.3% full self employment tax rate.  Then the more you pay as "earnings", the more likely you are to get audited.

Guess on the net, I think sole proprietor is just a better deal for me.  YMMV of course.

I'm not saying you should go the S corp route but I do think you would be well within your right to pay yourself a reasonable salary and declare the rest profit. You are a business even if you have just one client. The reason the contracting is more lucrative than being an employee is probably because of the money and risk the business saves by using contractors. Those costs and risks are passed onto you. Things like health insurance, unemployment taxes, and 401k matching. If you did pay yourself a reasonable rate I think declaring the rest profit is just a benefit of owning your own company and having a generous boss.

But again you would have to save enough to be worth the paperwork hassle.

foobar

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #17 on: July 22, 2015, 08:59:19 PM »

And of course, I could do nothing, be a sole proprietorship, avoid the most hassle, but have to pay 15ish% FICA on everything I get in fees.


You don't pay 15% fica on everything you get. Once you clear 118k (with a couple of 100k projects, that should be no problem), you just pay medicare 2.9 (+.9 when cross the 200/250k mark) on the rest.

S-Corp laws tend to be state specific to a certain extent. CA for example has a tax on them while other states just require like a 100 dollar registration fee. Those laws change the balance point of when it makes sense to switch over if all you car about is finances.

supomglol

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #18 on: July 23, 2015, 09:26:06 AM »
We originally defaulted to LLC tax-status by simply not filling out the form where you choose.  During my first tax return I was advised by my accountant to reclassify as an S-corp for the same reason you posted above (some money received as "profit" so save on some taxes). 

There wasn't too much paperwork to make this happen, and if I had filled out the form and sent it back when received it would have been a done deal.  Unfortunately we had to file for a change which cost a bit of time and money.  Ongoing costs involve having both a K1 (i think is the correct form) and a W2 at the end of the year (our accountant charges for each form they have to file).  The W2 is for the salary portion.  We only have 1 employee in the business, so we pay a base salary and everything else is "profit".

Our accountant advised us to utilize a payroll service.  Unfortunately this added another layer of recurring cost (to the tune of ~$50/month - ~$600/year).  The payroll service does a few things, first it adds a layer of "legitimacy" to the whole operation.  Secondly, it provides us with a solid W2 and automatic deposit.  They also handle all of the remittance and correspondence to the government agencies on our behalf.  That’s a big help since those agencies are notoriously terrible at record keeping; and we are able to send anything we receive from them straight to the payroll company.  This has happened twice already in the past 2 years.  The cost of an additional employee (if we ever hired one) is only $1/month more, so we are set up nicely to scale if we ever get to that point. 

Of course, with the extra cost (and a bit of extra effort) you need to have a solid income above and beyond what you're 'salary' is to make it worth your while in terms of tax savings. 

supomglol

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #19 on: July 23, 2015, 10:15:56 AM »
Are you paying monthly, regardless of how many times you run payroll?  Or do you pay per payroll?

I run payroll through my accountant and it costs me $50 each time.  When I had employees I ran payroll twice a month.  Now that I am the only employee I pay myself twice a year.  Instead of $1,200/yr it costs me $100/yr.  It's nice to save some money, but of course it depends on your cash flow too.  If you're paying yourself a big enough salary it's probably worth it to run payroll each month and get that money invested ASAP.
We run payroll monthly, There is a base cost of ~$45 per month, and I think about ~$10 per run.  So I pay about $55/month and it would be $65/month if I wanted to run it 2x per month.  I recently contacted them to try to go down to running it quarterly to save roughly $400/year.  Unfortunatly thats when I learned about the monthly minimum (a recent change in their policy) and decided to stick with the monthly for now. 

These numbers are not exact but they are really close.  I use Heartland Payroll by the way. 

Spondulix

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #20 on: July 24, 2015, 02:37:24 AM »
1.  Honestly, all of my income is earned income.  I basically have 0 expenses - they don't even let me use my own computer here.  Even if I could get away with marking a chunk as "profit", it wouldn't feel right.  If my name badge didn't say "contractor" on it, I'd be just like any employee here.  I for one, don't want to rock the boat enough to make that happen - contractor is way more lucrative than employee here.
If they tell you when/where to work and require using their equipment, you should be an employee.
http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Behavioral-Control

I've been in your exact situation (didnt want to rock the boat), and in retrospect I wish I had pushed to be a part-time employee. Contractor status works in the employer's favor because they don't have to pay your portion of social security tax, no unemployment benefits, and just easier to fire you if there's a problem. I was happy cause I was earning more than when I was employee elsewhere, but in the long run it was less - not just because of taxes or benefits, but the time/effort for my own accounting/invoicing, quarterly taxes, chasing down people for checks/not getting a consistent paycheck, mistakes that would have been caught if I were on payroll (like not charging overtime). After being a contractor for 7 years, I'm back to an employee job and it's just so much easier.

BlueHouse

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #21 on: July 24, 2015, 06:11:18 AM »
7 years ago I was given an opportunity much like yours.  I had no idea how long it would last, but I prepared for it as though it could last a long time and as if it might grow (it's still going, but it's still just me). 

I filed for incorporation and elected S-Corp status. 

There is more paperwork, but the paperwork is very easy or easy to have done for you.
To incorporate, I paid $100 to an online company to file the paperwork for me (no lawyer needed, it's so easy).  I could have done it myself, but I wanted the fancy stuff that came with it.  (a leather binder with my stock certificates in it, and a corporate embosser which I have used exactly never.)

I use a payroll company and I pay about $80/month.  They make a direct deposit to me once/month.  They also transfer money to my 401K and manage the 401k relationship for me. Once a month, or maybe biweekly, they send my withholding taxes and forms to the appropriate filing agency and then send me a notice identifying what was paid and to whom.   Once a quarter, they file all quarterly taxes.   When there is a problem with filing (usually my state gets something wrong), the payroll company handles it (but I have to keep my thumb on them to make sure they follow up on my timeline).  Well worth it in my opinion. 
Yes, I keep my 401k through them too. 
I also pay an accountant roughly $800/year to file both my corporate taxes and my personal taxes.  You can do this cheaper. 
Once a year, I sign a pre-filled copy of incorporation papers and mail them back to the state. 
Once a year, I sign a pre-filled copy of a one-page Form 5500 because my 401k holdings have grown so fast!!! 
DC has additional stupid rules for corporations, but my accountant does all of them.  Maybe once per year they'll email me something and tell me to sign it and mail it in. 
I incorporated in another state and then moved, so now I have to pay a $60 fee every year to a company in the original state to act as my "Agent" in that state.  My Corporate papers get mailed to them once a year, and then they mail them to me.  I'm seriously considering becoming a "corporate agent" someday because it's so unbelievably easy.  But it's the price I pay for moving. 


Other benefits of an S-Corp: 
My tax savings amount to just medicare taxes on the portion that I don't count as income because I pay myself more than the SS limit in wages.  (note, doing this then means I have to pay personal estimated taxes quarterly)
401k - I stash 53k each year since I've incorporated.  18K from me, and the rest from the company. 

I pay 100% of my cell phone bill every month through my corp as business expense

As an S-Corp, I don't get to use the home office deduction, but I can deduct a percentage of every household utility that my home office uses (in the percent of floor space that my office occupies).  So roughly 15% savings each month on home security Alarm monitoring, Heat/ A/C, Gas, electric, housecleaning.  I think that's it. 

I pay my health insurance premiums through the corp, but then I have to declare that as income.  The net result is that I pay reduced taxes on that money, but it's not completely tax-free.  There might be a better way to do this, but I haven't worked that out yet. 

I take roughly half my billings as w-2 wages, with the remaining half, I expense as much as I legally can (above paragraphs + employer contribution to 401k), and the rest I pay to myself as dividends. 

Those are all the pros / cons I can think of.  8 years ago, I thought I would just use the opportunity for as long as it lasted, but 8 years later, I cannot believe how much money I've been able to save (mostly through a much much higher income than I would have made as an employee).  If I had known MMM all of those years, I could be retired now. 

I'm not sure the LLC filing as S-corp existed 8 years ago, but if it had, I would probably go that route just to make things a little easier.  But in truth, my S-Corp doesn't take much time because I pay other people to deal with all of the paperwork. 


protostache

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Re: LLC, S Corp, or Sole Proprietorship?
« Reply #22 on: July 24, 2015, 07:22:50 AM »
For the folks in here using a payroll company for themselves it would behoove you to look for a better deal. I use ZenPayroll (non-affiliate link) and pay $29/mo ($25 base + $4 per employee or contractor) for weekly payroll. They've been pretty great so far, except for a minor ongoing hiccup with Michigan's stupidly complicated quarterly return (combined sales/use/payroll withholding that they just started doing this January).

P.S. if you use the affiliate link we both get $100 Amazon gift card after the first month.
« Last Edit: July 24, 2015, 07:25:50 AM by protostache »