offers3The proper care 和 feeding of your S corporation Diligence required to avoid inadvertent termination 和 loss of tax benefits

The S corporation continues to be a popular entity choice, combining the liability protection of a corporation with many of the tax benefits of a partnership. But these benefits come at a price: S公司 must comply with strict requirements that limit the number 和 type of shareholders, 禁止复杂的资本结构, 并施加其他限制.


就像传统的公司一样, an S corporation shields its shareholders from personal liability for the corporation’s debts. At the same time, it provides many (though not all) of the tax benefits associated with partnerships.

The most important tax benefit is that an S corporation, 像一个合作伙伴, 是“传递”实体吗, which means that all of its profits 和 losses are passed through to the owners, who report their allocable shares on their personal income tax returns. This allows S公司 to avoid the double taxation that plagues traditional C corporations, whose income is taxed at the corporate level 和 again when distributed to shareholders.

S公司, 与伙伴关系, lack the flexibility to allocate profits 和 losses among their shareholders without regard to their relative capital contributions. But S公司 have one important advantage over partnerships: Shareholders need not pay self-employment taxes on their shares of the profits, provided they receive “reasonable” compensation.


符合资格成为S公司,请参阅表格2553 - 小公司选举- 必须向国税局备案吗. 此外,公司必须:

  • 成为一个国内的(美国).S.)公司,
  • Have no more than 100 shareholders (certain family members are treated as a single shareholder for these purposes),
  • Have only “allowable” shareholders (see below),
  • 只有一类股票(一般, that means that all stock confers identical rights to distributions 和 liquidation proceeds; differences in voting rights are permissible), 和
  • 而不是成为一个“不合格”的公司, 比如保险公司, a domestic international sales corporation or a certain type of financial institution.

Allowable shareholders include individuals, estates 和 certain trusts. Partnerships, corporations 和 nonresident aliens are ineligible. A trust is an allowable shareholder if it’s domestic 和 qualifies as one of the following:

  • A grantor trust, provided it has only one “deemed owner” who’s a U.S. citizen or resident 和 meets certain other requirements,
  • A testamentary trust established by a shareholder’s estate plan,
  • 投票的信任,
  • A qualified subchapter S trust (QSST) — that is, one 1) that distributes all current income to a single beneficiary who’s a U.S. citizen or resident, 和 2) for which the beneficiary files an election with the IRS, or
  • An electing small business trust (ESBT) — to qualify, 1) all of the trust’s potential current beneficiaries (PCBs) must be eligible S corporation shareholders or nonresident aliens (NRAs), 2) no beneficiaries may purchase their interests, 和 3) the trustee must file a timely election with the IRS. 一般, PCBs are persons who are entitled to distributions or may receive discretionary distributions.

Be aware that grantor 和 testamentary trusts are eligible shareholders for only two years after the grantor dies or the trust receives the stock.


Preserving S corporation status requires due diligence. 除此之外,你应该:

  • Continually monitor the number 和 type of shareholders, scrutinize the terms of any trusts that hold shares, 和 ensure that QSSTs or ESBTs have filed timely elections,
  • Include provisions in buy-sell agreements that prevent transfers to ineligible shareholders,
  • If shares are transferred to an ESBT, make sure all PCBs are eligible shareholders or NRAs, 和
  • If shares are held by grantor or testamentary trusts, track the two-year eligibility period 和 make sure trusts convert into QSSTs or ESBTs or transfer their shares to an eligible shareholder before the period expires.

也, avoid actions that may be deemed to create a second class of stock, such as making disproportionate distributions.


If your business is organized as an S corporation, it’s critical to monitor your shareholders 和 activities continually to avoid inadvertent termination of your company’s S corporation status. At worst, termination means the loss of substantial tax benefits. 在最好的情况下, 这意味着要经历一场昂贵的, time-consuming process to seek relief from the IRS 和, 如果成功, 您的S状态是否可以追溯恢复. 联系 your tax advisor with any business entity questions.