Nebraska Voting Trust of Shares in Closely Held Corporation

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US-02094BG
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Description

Closely held corporations are those in which a small group of shareholders control the operating and managerial policies of the corporation. Most, but not all, closely held corporations are also family businesses. Family businesses may be defined as those companies where the link between the family and the business has a mutual influence on company policy and on the interests and objectives of the family.


A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. Some state laws limit the duration of voting trusts to a period of a certain number of years.

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FAQ

S corporations can only have one class of stock. However, the tax regulations permit companies to issue voting and non-voting stock, even if the voting stock only represents 1% of the issued and outstanding shares.

An irrevocable trust that is setup as a grantor trust, qualified subchapter S trust or as an electing small business trust may own shares of an S corporation.

A trust is permitted to own shares in a C but not an S corporation. It was a primary reason for the creation of LLCs (in order to obtain similar tax treatment)...

A voting trust is a legal trust created to combine the voting power of shareholders by temporarily transferring their shares to the trustee. In exchange for their shares, shareholders receive certificates indicating they are beneficiaries of the trust.

Specifically, S corporation shareholders must be individuals, specific trusts and estates, or certain tax-exempt organizations (501(c)(3)). Partnerships, corporations, and nonresident aliens cannot qualify as eligible shareholders.

An irrevocable grantor trust can own S corporation stock if it meets IRS regulations. The trust must contain language stating that all the ordinary income the trust earns along with the original trust assets are owned by the trust grantor.

Shareholders can use voting trusts to help resolve conflicts of interest in some functions of the company. Ordinarily, such shareholders would transfer their shares to a trustee who would then vote on their behalf at arms-length to mitigate against conflicts of interest.

Updated July 13, 2020: If you're wondering can a trust own a corporation, the answer is yes, but only specific types of trusts qualify. As a legally separate entity, a trust manages and holds specific assets for a beneficiary's benefit.

TRUSTS COMMONLY USED TO HOLD S CORPORATION STOCKThree commonly used types of ongoing trusts qualify as S corporation shareholders: grantor trusts, qualified subchapter S trusts (QSSTs) and electing small business trusts (ESBTs).

Accordingly, Voting Trust will be a permitted S corporation shareholder. If, during their lives, A or B transfer all or a portion of their Certificates to a transferee that is a permitted S corporation shareholder, the transferee will be treated as a successor grantor of the Voting Trust.

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Nebraska Voting Trust of Shares in Closely Held Corporation