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Pass-Through Entity

A pass-through business generally reports income, deductions and other tax items to its owners for inclusion on their returns instead of paying ordinary federal corporate income tax on those earnings.

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Partnerships and S corporations are common pass-through arrangements. Sole-proprietor and disregarded-LLC activity is also generally taxed at the owner level, although the reporting forms differ.

Pass-through does not mean tax-free. Owners can owe tax on income retained in the business. Employment taxes, basis limits, passive-activity limits and state entity taxes can also apply. A distribution is not a substitute for measuring taxable income.

An example

Hypothetical: an S corporation retains cash to buy equipment next year. A shareholder can still owe tax on this year’s allocated business income even if the company distributes no cash.

Reviewed October 7, 2026. IRS reference ↗

This is a general reference. Discuss how the rules apply to your business with your tax professional.