When a shareholder wishes to transfer or sell his or her shareholding as part of a shareholders` pact, the shareholder must first propose to transfer the shares to other shareholders. Otherwise, the shareholder must get the shareholders to give their consent to the outside party. It is extremely important to know which companies may be shareholders in an S-body, and to correctly identify the legal position of your shareholders. The reason is that when an S-company stake passes to an ineligible shareholder, the S sub-chapter distinction ends immediately and the company takes over the structure of Company C. It disrupts day-to-day business. But it also leads to a large tax system that the company would not otherwise have to pay. As soon as an entity presents this corporate structure and grants it this structure, companies with less than 100 shareholders are taxed as unassured companies. What makes this business structure so desirable for many businesses is that the company does not pay income tax at the corporate level. Instead, the profits or losses incurred by a company are transferred to shareholders, with each shareholder`s share of ownership equal.
Thus, S Corps avoids the double taxation of dividends and net income that C companies and their shareholders must pay. Since S companies can only have one class of shares under CRI 1361 (a) (a) (1) (D), all distributions of an S company should be proportional to the owners. Therefore, the administrative documents of an S company should ensure that all distributions to shareholders are proportional, including tax distributions intended to cover a shareholder`s taxes on passport income. When a company S makes payments, including on behalf of a shareholder. B payments to the tax authorities for the payment of a tax debt at the shareholder level, Company S should make a proportional distribution to other shareholders. Note that an S company does not violate a class of stock rules by issuing shares with different voting rights. In accordance with CRI 1362 (d) (2), the choice of a company`s S shares automatically ends with the arrival of an event which results in it no longer being a “small business” as defined in Shout 1361 (b) (1). A company ceases to be a small company when it issues a second class of shares at any time, acquires more than 100 shareholders or has an ineligible shareholder. Ineligible shareholders include aliens and non-resident shareholders, with the exception of individuals, discounts, certain trusts authorized to hold shares under IRC 1361 (c) (2) and certain tax-exempt organizations. In general, S companies have entered into a shareholders` agreement to prevent existing shareholders from transferring shares to an ineligible shareholder and to automatically terminate the election of Sub-Chapter S.
As a general rule, a shareholders` agreement on S companies also includes a compensation clause that requires a shareholder to bear the costs of changing the tax status when his actions result in automatic termination.