Tool Gate · How it works

How the The Owner-Pay Defensibility Kit gate works

How the Owner-Pay Defensibility Kit scores an owner's salary/draw split across weighted factors — then a reclassification gate flags RECLASSIFICATION RISK when the salary sits far below a reasonable market wage, and a cash override can force DO NOT DISTRIBUTE, so a thin salary against a large draw fails whatever the rest scores.

How the gate works

This tool grades whether the salary an S-corp owner pays themselves is defensible against the market wage they supply — and whether the distribution is even safe to pull. Each control is marked from your own evidence and weighted into a 0–100 score — and then the score is run past a gate that can only make the verdict worse.

The 6 weighted controls

SignalWeight
Salary vs. your market wage30
Source of the receipts (service share)18
Time devoted to the business12
Real payroll / W-2 run14
Written comp analysis on file16
Distribution-to-salary ratio10
Total100

The verdict bands

DEFENSIBLE
score 75 and up
THIN
score 50 to 74
RECLASSIFICATION RISK
score below 50
DO NOT DISTRIBUTE
the draw breaches your tax reserve, working-capital floor, or S-corp proportionality
Two owner-pay overrides · worsen-only

Two overrides can only make the verdict worse. The reclassification gate: a zero salary against a real distribution, or a salary below half the market wage you set for your own role, forces RECLASSIFICATION RISK regardless of the score — the documented patterns courts reject. The cash override: if the draw breaches your tax reserve, drops cash below your working-capital floor, or breaks S-corp proportionality, it forces DO NOT DISTRIBUTE, superseding the tax verdict — a defensible split is irrelevant if the business can't afford the draw.

In the worked sample it scores 22 out of 100 and still reads RECLASSIFICATION RISKThe classic trap: a $30k salary against a $150k distribution on a one-person service business valued at $120k. The split scores 22 on the six weighted factors — no documentation, a draw four times the salary, service-heavy receipts — so it already reads RECLASSIFICATION RISK on the number alone. The reclassification gate independently confirms it: $30k is below half the $120k market wage. The cash override didn't fire here — the $150k draw still clears the tax reserve — so it stays RECLASSIFICATION RISK, not DO NOT DISTRIBUTE. The one thing to fix first: Salary vs. your market wage — raise your W-2 salary toward the market wage you set for your own role; at $30k against a $120k market wage it sits below the half-market line that trips the reclassification gate, and it's the heaviest weighted factor..

Common questions

Can something score well on the How the Owner-Pay Defensibility Kit works and still fail?

Yes. The weighted score is run past a worsen-only gate — the Two owner-pay overrides — that can only make the verdict worse. In the worked sample it scores 22 out of 100 and still reads RECLASSIFICATION RISK, because the classic trap: a $30k salary against a $150k distribution on a one-person service business valued at $120k. The split scores 22 on the six weighted factors — no documentation, a draw four times the salary, service-heavy receipts — so it already reads RECLASSIFICATION RISK on the number alone. The reclassification gate independently confirms it: $30k is below half the $120k market wage. The cash override didn't fire here — the $150k draw still clears the tax reserve — so it stays RECLASSIFICATION RISK, not DO NOT DISTRIBUTE.

What is a worsen-only gate?

A dispositive rule that can only lower a verdict, never raise it. One fatal flaw overrides an otherwise-good score, because a single disqualifying gap shouldn't hide behind a high average. The tool also names the one thing to fix first — here, "Salary vs. your market wage — raise your W-2 salary toward the market wage you set for your own role; at $30k against a $120k market wage it sits below the half-market line that trips the reclassification gate, and it's the heaviest weighted factor.".

Not tax or legal advice. Reasonable compensation is a facts-and-circumstances determination with no safe harbor and no IRS-approved ratio; this kit hard-codes no number and grades your split only against the market wage you supply. It is not a CPA opinion or an audit shield, sets no salary, and files nothing — have a CPA review and document your reasonable-compensation position; figures and enforcement posture change.

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This is how The Owner-Pay Defensibility Kit works. More diagrams in the Visual Field Guide.