S Corporation With Two Shareholders In Massachusetts

State:
Multi-State
Control #:
US-0046-CR
Format:
Word; 
Rich Text
Instant download

Description

The document outlines a resolution for an S corporation with two shareholders in Massachusetts, authorizing its officers to elect S corporation status. This allows the corporation to benefit from pass-through taxation under the Internal Revenue Code and state tax codes. Key features include the need for the board of directors to ratify actions taken by officers, ensuring compliance with legal frameworks. Filling instructions mandate the completion of specific fields, including state tax designation, date of resolution, and signatures from directors. The document also requires a certificate from the secretary to validate the resolution. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in the establishment or modification of an S corporation, enabling them to navigate the necessary legal requirements efficiently. Utilizing this form can streamline the process of obtaining tax benefits while ensuring adherence to federal and state regulations.
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FAQ

Everyone whose Massachusetts gross income is $8,000 or more must file a Massachusetts personal income tax return on or by April 15th following the end of every tax year.

Income items included in both Massachusetts and federal taxable income but with differences: Capital Gains Massachusetts taxes most long-term gains at 5% and taxes long-term gains from the sale or exchange of collectibles at 12% (subject to a 50% deduction).

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.

Minimum corporate income tax. A minimum corporate income tax (MCIT) of two percent is imposed on the gross income of domestic and resident foreign corporations annually. It is imposed from the beginning of the fourth taxable year immediately following the commencement of the business operations of the corporation.

The minimum tax is $456. Taxable Period: The taxable period for corporations is either the calendar year or the corporation's fiscal year. Estimated payments are made every three months during the taxable year. Federal accounting periods and methods have been adopted.

LLCs can have an unlimited number of members; S corps can have no more than 100 shareholders (owners).

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.

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.

Entities that are S corporations for federal purposes are S corporations for Massachusetts purposes, with the exception of security corporations. An S corporation's income, losses, and deductions are passed through to the shareholders, and are reported and taxed on the shareholders' individual returns.

A company may issue different types (also known as “classes”) of shares. These can include: Ordinary Shares.

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S Corporation With Two Shareholders In Massachusetts