Y corporation’s shareholders want to elect S status. Do any of the following facts about the corporation prevent the election? Why?

a.            It has a wholly-own subsidiary.

b.            It has 99 shareholders who own their shares solely in their own name and a married couple who owns the stock jointly.

c.             It has 10 shareholders, and one is the estate of a former shareholder. It is expected that the shared held by the estate will be distributed to three U.S. citizens and one Englishman who is a U.S. resident.

d.            It has 99 shareholders plus L, who owns no shares but serves as custodian for shares owned by her two minor children.

e.            What if L, in (d) above, is a nonresident alien, but the children are U.S. citizens?

f.             It has 15 owners of common stock and no owners of its authorized preferred stock.

g.            It has 10 owners of voting common stock and five owners of nonvoting common. Except for voting, all other rights of the two sets of common stock are identical.

h.            A corporation was formed many years ago by X, Y, and Z. Several generations later there are 210 shareholders, 150 of whom are descendants of X, Y and Z.

Refer to the problem above and assume Y corporation made its S selection in 2015. Do the following facts about the corporation terminate the election? When? Why? Can the shareholders prevent the termination?

a.            Refer to (a) above. It had $5 billion in sales with various customers in the United States and $100,000 sales that it places through its subsidiary.

b.            Refer to (b) above. The married couple is divorced December 19, 2021, and each receives one-half the shares in Y that were owned jointly by them prior to that date.

c.             Refer to (c) above. The Englishman decides it is time to return home and moves to London, England, on March 3, 2021. He continues to own five shares of Y and gives up his residency in the United States.

d.            Refer to (f) above. M exchanges her 500 shares of Y common for 700 shares of Y preferred. Although the number of shares differ, the dollar value of M’s holdings remain the same.

e.            The corporation elects to revoke its S selection. Holders of 70% of the stock consent to the revocation. The other shareholders do not consent.

f.             On June 5, 2021, a 20% shareholder transfers her stock to a C corporation she owns.

g.            Y has $15,000 accumulated earnings and profits (AE&P) from C corporate years, and 30% of its gross receipts in 2019, 2020, and 2021 are from dividends and interest on investments.

Answer rating: 100% (QA)

a The existence of a whollyowned subsidiary does not prevent a corporation from electing S status b The ownership structure with 99 shareholders ownin... View the full answer