Can Sub Chapter "S" Corporations retain their status regardless of the number of stockholders?

Sub Chapter S Corporations must adhere to specific requirements to maintain their S corporation status, one of which pertains to the number of stockholders. An S corporation is limited to a maximum of 100 shareholders who must be individuals, certain trusts, or estates; it cannot have partnerships, corporations, or non-resident aliens as shareholders. This means that if the number of stockholders exceeds the allowable limit, the S corporation loses its status and would need to be converted to a C corporation or another entity type.

The distinction is crucial because retaining S corporation status allows the company to enjoy pass-through taxation, where income is taxed at the shareholder level rather than at the corporate level. Therefore, the limitation on the number of stockholders is a fundamental aspect of the S corporation structure, reinforcing the idea that these entities cannot retain their status if they exceed the prescribed number of stockholders.