S Corporation With Two Shareholders In Utah

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

Description

The document is a resolution for the formation of an S corporation with two shareholders in Utah, structured to enable tax benefits under the Internal Revenue Code and state tax laws. This resolution serves to authorize corporate officers to make necessary filings, execute documents, and ratify prior actions taken to meet S corporation eligibility. It includes sections for officers to confirm their roles and responsibilities regarding the S corporation election process. Target users—attorneys, partners, owners, associates, paralegals, and legal assistants—will find this document useful for guiding compliance with both state and federal regulations. The form emphasizes clarity in intent and action items, ensuring that all involved parties understand their roles in the transition to S corporation status. Additionally, it allows for straightforward documentation of decisions made by the board of directors for legal and financial auditing purposes. Users can complete and edit the form easily by filling in specific details about the corporation and its directors, facilitating a clear record of governance and compliance.
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FAQ

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.

Shareholder Limits - S corps cannot have more than 100 shareholders, while C corps has no limit on shareholders. Also, S corps can only have one class of stock, while C corps can have multiple classes.

Thus, if the S corporation has 1,000 shares of voting stock outstanding, the S corporation would issue 9,000 shares of nonvoting stock and warrants exercisable into 90,000 shares of nonvoting stock to the original shareholders. The warrants may be exercised at any time over a period of years.

(A 2-percent shareholder is someone who owns more than 2 percent of the outstanding stock of the corporation or stock possessing more than 2 percent of the total combined voting power of all stock of the corporation.)

Corp Election teps for Corporations tep 1 Name your Utah corporation. tep 2 Appoint directors. tep 3 Choose a Utah registered agent. tep 4 File the Utah Articles of Incorporation. tep 5 Create corporate bylaws. tep 6 Draft a shareholder agreement. tep 7 Issue shares of stock.

A corporation must meet certain conditions to be eligible for a subchapter S election. First, the corporation must have no more than 75 shareholders. In calculating the 75-shareholder limit, a husband and wife count as one shareholder.

Utah does not require quarterly estimated tax payments. You can prepay at any time at tap.utah, or by mailing your payment with form TC-546, Individual Income Tax Prepayment Coupon.

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.

If you need to change or amend an accepted Utah State Income Tax Return for the current or previous Tax Year you need to complete Form TC-40. Form TC-40 is a Form used for the Tax Return and Tax Amendment. You can prepare a 2024 tax year Utah Tax Amendment on eFile, however you can not submit it electronically.

Every C corporation incorporated in Utah (domes- tic), qualified in Utah (foreign), or doing business in Utah, whether qualified or not, must file a corporate franchise tax return. C corporation returns are filed on form TC-20.

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S Corporation With Two Shareholders In Utah