Am I a corporate officer?

I have a company that’s an LLC (an S-corp type LLC). There’s just two of us that work here and own the company, and it’s private. We don’t happen to have any paperwork outlining the “corporate structure” but that’s a rant for a different thread.

My mom did some admin work for us a couple years ago and was paid monthly as an employee, not with a 1099. Proper withholding, unemployment and all that.

She is filling out some paperwork for Social Security and it is asking if she is related to any corporate officers for the company (my company). She is related to me but am I a corporate officer? There’s no official documents around saying “ZipperJJ, Vice President.” I am an owner and I believe a “member” but am I a de facto “corporate officer”?

The form is also asking if the business that gave her paychecks is a “family business.” It’s owned 50% (ish) by someone in her family, but really it has nothing to do with the family. I get a paycheck from the company just like she did.

Poking around the Web it looks like these questions are more related to whether or not she would be excluded from paying unemployment or something (which I did pay), but I want to make sure we don’t mess up her Social Security application.

My WAG is that they are concerned over whether or not her employment was an arms-length transaction or whether you were paying her an inflated salary to do a trivial amount of work in order to get specific legal effects for you or her.

Fair enough but not sure how to answer the questions on the form. The questions aren’t “Did you give an inflated salary for a trivial amount of work?” it’s just about family and business.

What’s your role in the company? If you’re acting like a president or vice-president, if you make decisions about how the company’s assets are invested or what its goals are, I think that would make you an officer.

If you’re told what to do and you do it, then you’re not.

Your best bet is to look up the instructions or definitions of terms and find out what the SSA means by corporate officer, then see if you meet that definition.

I know that the IRS would consider you a corporate officer, and I know that the Washington state ESD would not consider you a corporate officer. So different government agencies use their own definitions. Generally, those definitions are based on the precise wording of laws or regulations so that you can find exactly what’s meant by the term in each context. The answer might not be available in a user-friendly format for the layperson.

An LLC is not a corporation, nor is it a family business. The answer to both questions is a definite “No.”

And of course, I’m not a lawyer, but my business is an LLC.


Thank you, that is what I thought.