Form with which a corporation may resolve to alter its corporate status top that of a subchapter (S) corporation.
S Corporation With Two Shareholders In Franklin
State:
Multi-State
County:
Franklin
Control #:
US-0046-CR
Format:
Word;
Rich Text
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FAQ
While the vast majority of U.S. public companies (approximately nine in 10) have a single class of voting stock, in recent years, a growing proportion of U.S. companies going public have multiple classes of common stock with differential voting rights.
An S corporation can have only one class of stock, although it can have both voting and non-voting shares. Therefore, there can't be different classes of investors who are entitled to different dividends or distribution rights. Also, there cannot be more than 100 shareholders.
A company may issue different types (also known as “classes”) of shares. These can include: Ordinary Shares.
With certain exceptions, a corporation is treated as having only one class of stock if all outstanding shares of stock of the corporation confer identical rights to distribution and liquidation proceeds. The regulations then elaborate on how to analyze if there are identical distribution and liquidation rights.
To qualify for S corporation status, the corporation must meet the following requirements: Be a domestic corporation. Have only allowable shareholders. Have no more than 100 shareholders. Have only one class of stock.
LLCs can have an unlimited number of members; S corps can have no more than 100 shareholders (owners).
IRS Requirements for an S Corp It must have only one class of stock. There can be no more than 100 shareholders. Shareholders must meet certain eligibility requirements, that is, they must be individuals, specific trusts and estates, or certain tax-exempt organizations 501(c)(3).