CPA Regulation (REG) › Eligibility Requirements for S Corps
Assuming all other requirements are met, a corporation may elect to be treated as an S corporation under the Internal Revenue Code if it has:
One hundred or fewer stockholders.
The consent of a majority of the stockholders.
A partnership as a stockholder.
Both common and preferred stockholders.
Election for S corporation status requires the agreement of all voting and nonvoting shareholders. Additionally, eligibility for election to S status is the same as eligibility for S corporations themselves: only certain persons may be a shareholder (such as individuals, estates, trusts, and charitable organizations – corporations and partnerships are not allowed); there may no more than 100 shareholders; and there may be only one class of common stock (preferred stock is not permitted).
Which of the following conditions will prevent a corporation from qualifying as an S corporation?
One shareholder is an estate.
The corporation has one class of stock with different voting rights.
One shareholder is a grantor trust.
The corporation has both common and preferred stock.
Eligibility requirements for S corps include limitations on who may be a shareholder (such as individuals, estates, trusts, and charitable organizations); the number of shareholders (no more than 100); and only one class of common stock (preferred stock is not permitted). However, differences in common stock voting rights are allowed.
A company terminated its S corporation status for the current tax year. When can the company reelect S status?
Immediately
Third year from the current tax year
Cannot reelect in the future
Fifth year from the current tax year
Once an S corporation has elected to terminate its status, the corporation must wait until the beginning of the fifth year after the year of termination before it can reelect S status.
A corporation may elect to be treated as an S corporation under the IRC if:
It has 100 or fewer shareholders
It is an LLC
A partnership is listed as a shareholder
It has both common and preferred shareholders
Of the following, only having 100 or fewer shareholders would allow the corporation to elect an S corp election. The other criteria negate this.
The tax on built-in gains is a corporate level tax on S corps that dispose of assets that:
Appreciated during a 10 year period from when an S election is effective
Appreciated within 12 months of electing S corporation status
Appreciated while the company was a C corp
Appreciated while the company was an S corp
An S corp may have to pay a corporate level built in gains tax when it disposes of assets that were appreciated in value at the time the company converted from a C corp to an S corp.
If an S corporation has no accumulated earnings and profits, the amount distributed to a shareholder:
Must be returned to the S corporation
Increases the shareholder’s basis for the stock
Decreases the shareholder’s basis for the stock
Has no effect on the shareholder’s basis for the stock
If an S corporation has no accumulated earnings and profits, the amount distributed to a stockholder decreases the basis for the stock. The distribution is nontaxable to the extent of the shareholder’s basis.