In general, the drawback of S corporations is the maze of complexity that shareholders and their advisors must consider in formation and operation. ?There are many restrictions for an S corporation that do not apply to other pass-through entities. ?These restrictions include the following:
- Only a domestic corporation may file an S corporation election.
- An S corporation cannot have more than 100 shareholders.
- Generally, only natural persons can be shareholders. ?Certain other organizations can also be shareholders, such as the following: the deceased shareholder's estate; a bankrupt shareholder's estate; specified trusts, including qualified subchapter S trusts, and electing small-business trusts; and specified tax-exempt organizations.
- An S corporation cannot have a nonresident alien as a shareholder.
- An S corporation cannot have more than one class of stock.
- Certain businesses are prohibited from operating as S corporations.
- S corporation status can be terminated inadvertently.
Excerpt from The Complete Guide to Estate and Financial Planning in Turbulent Times (Collaborative Press, 2011) - Walt Dallas, Contributing Author
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