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Glossary/One class of stock

What is One class of stock?

In short

An S corporation may have only one class of stock, meaning all outstanding shares give identical rights to distributions and liquidation proceeds. Differences in voting rights are allowed.

Key takeaways

  • Distributions not made in proportion to ownership can risk creating a second class of stock.
  • Straight debt meeting safe harbor terms isn't treated as a second class.
  • A second class of stock terminates the S election.

Where it's tested

REG: S Corporation Taxation — study notes, a five-minute revision sheet and practice questions.

Practise: 3 questions

Question 1 of 3 · 0 answered

Which of the following would immediately terminate a corporation's S election?

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