S Corporation by States









S Corporation Definition

As a separate legal entity, the corporation finances and records are established and maintained completely separate and distinct from the finances and records of the stockholders. Through a resolution adopted at a stockholders meeting held in accordance with the bylaws of the corporation, one or more officers or employees of the corporation are authorized to conduct business on behalf of the corporation. The resolution typically includes an authorization with specified limits to borrow and repay funds as needed for business operations. Credit arrangements are made in the name of the corporation with loan documents signed by the authorized person or persons after the lender has received a certified copy of the authorizing resolution. If the corporation is newly formed, small (has few assets), or has a limited record of credit use, it's likely that a lender will require personal guarantees by one or more officers or stockholders before approving a credit application received from the corporation. If personal guarantees are given, the signer(s) usually have unlimited liability for the debts of the corporation.

An S corporation can issue only one class of stock. Prior to January 1, 1997, an S corporation can have no more than 35 stockholders. In tax years beginning after December 31, 1996, the maximum number of eligible stockholders is increased from 35 to 75. Nonresident aliens, self-directed IRAs, some types of corporations, partnerships, and some types of trustees presently cannot hold stock in an S corporation and will continue to be ineligible after December 31, 1996. However, in tax years beginning after that date, a qualified retirement plan trust or a 501(c)(3) charitable corporation may be S corporation stockholder. Other restrictions on stockholder eligibility apply under some circumstances. Your attorney can determine whether any of these restrictions apply in your situation.

After December 31, 1996 a testamentary trust can hold S corporation stock for up to two years from the date of the grantor's death. (Prior to January 1, 1997, the holding period is 60 days.) Generally, this change will make it easier to settle an estate where a testamentary trust is established and receives S corporation stock in the estate settlement process. Consult your attorney for advice and guidance on applications of this longer holding period to the administration of any testamentary trust that receives S corporation stock.

Alabama S Corporation

Alaska S Corporation

Arizona S Corporation

Arkansas S Corporation

California S Corporation

Colorado S Corporation

Connecticut S Corporation

Delaware S Corporation

Florida S Corporation

Georgia S Corporation

Hawaii S Corporation

Idaho S Corporation

Illinois S Corporation

Indiana S Corporation

Iowa S Corporation

Kansas S Corporation

Kentucky S Corporation

Louisiana S Corporation

Maine S Corporation

Maryland S Corporation

Massachusetts S Corporation

Michigan S Corporation

Minnesota S Corporation

Mississippi S Corporation

Missouri S Corporation

Montana S Corporation

Nebraska S Corporation

Nevada S Corporation

New Hampshire S Corporation

New Jersey S Corporation

New Mexico S Corporation

New York S Corporation

North Carolina S Corporation

North Dakota S Corporation

Ohio S Corporation

Oklahoma S Corporation

Oregon S Corporation

Pennsylvania S Corporation

Rhode Island S Corporation

South Carolina S Corporation

South Dakota S Corporation

Tennessee S Corporation

Texas S Corporation

Utah S Corporation

Vermont S Corporation

Virginia S Corporation

Washington S Corporation

West Virginia S Corporation

Wisconsin S Corporation

Wyoming S Corporation