An S公司 is a business structure that allows the passage of taxable income, 损失, 对股东的抵扣, thereby preventing income from being exposed to the consequences of double taxation at the corporate 和 individual levels. Although an S公司 benefits from certain tax advantages, it also faces restrictions such as a limit on the number of shareholders – no more than 100. 作为 遗产规划, some individuals choose to take advantage of the availability of different kinds of trusts qualified to hold stock from S公司s. This article will focus on the different types of trusts 和 compliance requirements necessary for each one eligible to serve as a shareholder of the corporation.
S公司要求
除了股份有限公司的股东限制, other requirements include incorporation in the United States, the fact that shareholders cannot be non-resident aliens 和 the corporation is limited to only one class of stock. 除了个人，信托和一定 免税组织 可以是股东.
合资格股东信托
委托人信托: 在一个 委托人信托, the individual who created the trust (the grantor) remains the owner of assets 和 property within the trust. The 委托人信托 is thereby disregarded as an entity with all income, deductions 和 credits reported directly through the grantor’s tax return. Eligibility requires that the grantor own the entire trust, be a U.S. citizen or resident 和 comply with all tax laws 和 regulations pertaining to S公司s. 授予人是否应该去世, the trust still may serve as a shareholder up to two years from the date of death.
遗嘱信托: A 遗嘱信托 is written into a last will 和 testament 和 established when the individual who created the trust passes away, 管理他们的遗产分配给受益人. If the individual who dies serves as a shareholder of an S公司, the trust receives corporate stock from the estate 和 becomes the permissible shareholder of the corporation for up to two years. The 遗嘱信托 must qualify as a qualified subchapter S trust (QSST) or an electing small business trust (ESBT) while the beneficiary must consent to the election of the type of trust 和 be an eligible S公司 shareholder.
信任投票: 投票信托 将股东的投票权转让给受托人. 这种类型的信托可以持有S公司的股票, but beneficiaries must be eligible S公司 shareholders 和 the trust must be structured to maintain the S公司’s tax status meaning the trust cannot include partnerships, 公司或非居民外国人. 另外, all shareholders of the S公司 must consent to creating the voting trust 和 having their voting rights transferred to the trustee.
选举小型企业信托基金: An ESBT is a trust specifically designed to hold S公司 stock as the shareholder. Most income generated by the S公司 is taxed at the trust level but certain income including qualified dividends 和 net capital gains can be passed down to beneficiaries to be taxed at a lower individual tax rate. Eligible beneficiaries of ESBTs include individuals, estates 和 certain charitable organizations.
合格的第五章信托(QSSTs): As its name suggests, QSSTs are designed to manage S公司 stock. A QSST must have only one income beneficiary who is entitled to all the trust’s income 和 must be a U.S. 公民或常驻外国人. 与ESBT不同，ESBT在信托层面对收入征税, a QSST requires an annual distribution of income to the beneficiary to be taxed at the individual rate. 结果是, any income generated by the trust is recognized as the income of the beneficiary who is responsible for paying the taxes. QSST的一个优点是, 假设它符合所有资格要求, it allows passage of S公司 stock to be taxed at a lower rate (i.e. 个人层面).
合规的重要性
All of the above trusts can be excellent options to hold S公司 stocks assuming they meet eligibility requirements. Failure to comply could mean the trust loses the ability to hold stock 和 could additionally result in legal or financial trouble. Consulting with an experienced trusts 和 estate tax advisor or a 金融专家 能帮助确定最佳的行动方案吗.
For more information, please contact Paula Ellenberg via our 网上联络表格.
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