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Form 2553 (S Corporation Election)
The Subchapter "S" election is authorized by the IRS Code to permit a corporation having
fewer than 75 shareholders to "pass through" its profits directly to the shareholders without
a corporate tax. This permits the small corporation to offer its shareholders limited liability
while enjoying the tax advantage of a partnership.
All shareholders must sign the election. Each should consult his own tax advisor before
signing the "S" election because it may increase his personal taxes more than the offsetting
savings in corporate taxes.
Certain Rules must be followed:
- All shareholders must sign the IRS form.
- A S Sub Chapter may be formed at any time during the life of a C Corporation.
- If you want your new corporation to start off as a S Corp, then the election must be
made within 75 days of the date stamped on the articles of Incorporation by the
secretary of state. (The election may be revoked at a later date.)
When it can save the shareholders money by avoiding federal corporate taxes, the
S Corporation does pass through ALL PROFITS to the shareholders whether or not any
dividends are paid to them. Therefore, the shareholders may be required to pay taxes on
monies which they do not individually receive.
1244 Stock
The IRS Code does not permit all stockholders of all small corporations whose stocks have
not market value to deduct as "ordinary loss" the loss that occurs when the corporation fails.
Section 1244 permits corporate shareholders to deduct losses suffered by the failure of the
corporation when the total capital contributions of all shareholders sought to be deducted
do not exceed one million dollars. Certain things must be done before the stock is issued
and paid for to make those capital contributions eligible for loss treatment under Section
1244. Only Corporations that do not derive most of their income from rents, dividends and
royalties qualify.
ITIN Phone Assistance
215-516-ITIN (4846)
Dissolutions
Every corporation (except exempt) must file, regardless of the amount of income or loss. It
must file even if it stops conducting business. Filing ends after company is dissolved.