
SECTION 11.6
S CORPORATIONS
Certain qualified small business corporations (S corporations) may elect to be taxed in a manner
similar to partnerships. An S corporation does not generally pay tax, and each shareholder
reports his or her share of corporate income. The S corporation election is designed to relieve
small corporations of certain corporate tax disadvantages, such as the double taxation of income.
To elect S corporation status, a corporation must be a small business corporation with
the following characteristics:
1. The corporation must be a domestic corporation;
2. The corporation must have 100 or fewer shareholders who are all either individuals,
estates, certain trusts, certain financial institutions, or certain exempt organizations;
3. The corporation must have only one class of stock; and
4. All shareholders m ust be U.S. citizens or resident aliens.
The S corporation election must be made during the prior year or the first two and one-
half months of the current tax year to obtain the status for the current year.
EXAMPLE Laurel Corporation is a calendar year corporation that makes an S cor-
poration election on April 2, 2010. The corporation is not an S corpo-
ration until the 2011 tax year; it is a regular corporation for 2010. N
After electing S corporation status, the corporation retains the status until the election is
voluntarily revoked or statutorily terminated. If the corporation ceases to be a small busi-
ness corporation (for exam ple, it has 102 sharehol ders in 2010), the election is statutorily
terminated. Also, the election is terminated when a corporation receives 25 percent
or more of its gross income from passive investments for 3 consecutive tax years and the
corporation has accumulated earnings and profits at the end of each of those years. If a cor-
poration experiences an involuntary termination of S corporation status, the election is ter-
minated on the day the status changes. For example, the loss of S corporation status on
June 1, 2010, causes the corporation to be a regul ar corporation from that day on.
Upon consent of shareholders owning a majority of the voting stock, an S corporation
election can be voluntarily revoked. If the consent to revoke the election is made during
the first two and one-half months of the tax year, the S corporation status will be considered
voluntarily terminated effective at the beginning of that year. Shareholders may specify a date
on or after the date of the revocation as the effective date for the voluntary termination of the
S corporation election. If a prospective revocation date is not specified, and the consent to
revoke the election is made after the fifteenth day of the third month of the tax year, the ear-
liest that the S corporation status can be terminated is the first day of the following tax year.
EXAMPLE On January 20, 2010, Juniper Corporation, a calendar year corpora-
tion, files a consent to revoke its S corporation election. No date is
specified in the consent as the effective date of the revocation. The
corporation is no longer an S corporation effective January 1, 2010.
If the election were made after March 15, the corporation would not
become a regular corporation until the 2011 tax year. N
Reporting Income
Each shareholder of an S corporation reports his or her share of corporate income based on
his or her stock ownership during the year. The taxable income of an S corporation is com-
puted in the same manner as for a partnership.
Each shareholder of an S corporation takes into account separately his or her share of
items of income, deductions, and credits on a per share per day basis. Schedule K-1 of
Section 11.6
S Corporations 11-15
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