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All in the Family As a Single Shareholder of an S Corporation Douglas A University of Michigan Law School University of Michigan Law School Scholarship Repository Articles Faculty Scholarship 2007 All in the Family as a Single Shareholder of an S Corporation Douglas A. Kahn University of Michigan Law School, [email protected] Jeffrey H. Kahn Florida State University College of Law, [email protected] Terrence G. Perris University of Toledo College of Law, [email protected] Available at: https://repository.law.umich.edu/articles/1073 Follow this and additional works at: https://repository.law.umich.edu/articles Part of the Business Organizations Law Commons, Legislation Commons, and the Taxation- Federal Commons Recommended Citation Kahn, Douglas A. "All in the Family as a Single Shareholder of an S Corporation." J. H. Kahn and T. G. Perris, co-authors. Tax Notes 116 (2007): 791-4. This Article is brought to you for free and open access by the Faculty Scholarship at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in Articles by an authorized administrator of University of Michigan Law School Scholarship Repository. For more information, please contact [email protected]. All in the Family as a Single ownership, they will be treated as one shareholder in determining whether the corporation complies with the Shareholder of an S Corporation 100-shareholder limit. Over the years, Congress has repeatedly expanded the By Douglas A. Kahn, Jeffrey H. Kahn, number of persons who are permitted to be shareholders and Terrence G. Perris of an S corporation by increasing the number of permit­ ted shareholders and by treating some groups of share­ holders as a single shareholder for purposes of the S qualification. Before 2004 section 1361(c)(1) (which was then the husband-wife provision) was the only provision that combined several shareholders to make a single shareholder. In section 231(a) of the American Jobs Creation Act of 2004, however, Congress broadened the combination principle to include as a single shareholder all"members of a family" for purposes of satisfying the shareholder limit for S corporations. It did that by amending section 1361(c)(1) to provide that members of a family, as defined in the provision, were to be combined and treated as one shareholder if any member of the family made an election for that provision to apply. The delineation of members of a family in the Jobs Act was broad. However, the 2004 provision did not apply to the estate of a deceased member of a family. As a result, if a Subject to a few exceptions, a corporation that has family member died so that his stock was held by his elected to be taxed under subchapter S of chapter 1 of estate, the estate was treated as a separate shareholder subtitle A of title 26 of the United States tax code is not and not as a member of the family. taxed on its net income. Instead, the income, deductions, The provision was modified by section 403(b) of the credits, and other tax items of an S corporation pass Gulf Opportunity Zone Act of 2005. The 2005 amend­ through to its shareholders on a pro rata basis.l To qualify ment eliminated the requirement that an election be for subchapter S treatment, an electing corporation must made. Instead, all members of a family, as defined in the satisfy the requirements that are set forth in section 1361, statute, are treated as one shareholder, and no election is one of which is that the corporation can have no more required. Also, the 2005 amendment includes the estate than 100 shareholders.2 One aspect of that requirement is of a deceased member of a family as part of the group the focus of this article. that is treated as a single shareholder.4 While no stock attribution rules apply in determining As discussed below, the possible number of persons the number of shareholders of an S corporation, section who can constitute a member of a family under the 1361(c)(1) in effect prescribes an indirect attribution re­ statute is astonishing. Perhaps because the code permits gime when it provides that shareholders with a specified an S corporation to have as many as 100 shareholders, relationship to each other are combined and treated as Congress has little concern about the scope of that provision. Nevertheless, the family consolidation rule is one shareholder. In counting the number of a corpora­ so broad and so amorphous that it may be difficult for the tion's shareholders, a husband and wife and their estates IRS to police and enforce the S corporation shareholder 3 are treated as one shareholder. Thus, if a husband and limit because it may be difficult to know whether the wife both own stock in a corporation, whether they each shareholder limitation has been breached. In any case, hold their stock individually or in some form of co- while the current provision is liberal, there are some interesting questions about just how extensive a family can be. 1Sections 1363(a) and 1366(a). The code defines members of a family to refer to a 2Section 1361(b)(l)(A). When subchapter S was originally common ancestor, all lineal descendants of that ancestor, adopted in 1958, it was limited to corporations that had no more and the spouses and former spouses of the common than 10 shareholders. The number of permissible shareholders has been increased over the years, and currently 100 share­ holders are permitted. 3 Section 1361(c)(l)(A)(i). 4Section 136l(c)(l)(A)(ii). TAX NOTES, August 27, 2007 791 COMMENTARY I VIEWPOINTS ancestor and of the lineal descendants. 5 The generation reasonably be read together to permit the common spread between the common ancestor and the youngest ancestor to include an ancestor of a spouse or former generation of the ancestor's family who hold stock in the spouse of a shareholder. corporation cannot exceed six generations - at least The first sentence refers to a common ancestor of a when the common ancestor is determined.6 There are member of a family but speaks in terms of being six several open questions concerning the operation of this generations removed from "the youngest generation of provision, and there are no regulations yet to help resolve shareholders." Does that language mean to suggest that a those questions. lineal descendant of the putative common ancestor must As one example of the breadth of the "members of a be an actual shareholder? While such an interpretation family" provision, consider how the family of K, who is might be arguable if the first sentence stood alone, the a shareholder of the X corporation, can be determined authors believe that any such construction is dispelled by under the statute. K is married to 52 and is divorced from the second sentence, which states that a spouse or former 51. Neither 51 nor 52 owns any stock of X. There are spouse shall be treated as part of the same generation as several alternative methods for determining the identity the individual to whom that spouse or former spouse is of the other shareholders of X who can be combined with (or was) married. K to be treated as a single shareholder. The authors believe that the second sentence of section 1361(c)(1)(B)(ii) would have little or no purpose if the One available approach is to go back six generations first sentence were read to require the common ancestor from K and select one of K' s ancestors in that generation? to be an ancestor of an actual shareholder of the corpo­ If that ancestor has a family member who is of a younger ration. The authors submit that the purpose of the second generation than K and is a shareholder, then one cannot sentence is to provide a way to connect a spouse or use that ancestor, but must use an ancestor who is no former spouse of an actual shareholder to the six­ more than six generations removed from the youngest generation measurement that the first sentence applies in generation family member who is also a shareholder. determining the common ancestor. Therefore, the provi­ Once the ancestor is selected, that ancestor, his spouse sion must contemplate that a common ancestor of a and former spouse, and all of his lineal descendants and spouse or former spouse can qualify for that purpose. It their spouses and former spouses are members of the seems to the authors that the provision limits the choice same family and are treated as one shareholder. Also, the of an ancestor to any person who is no more than six estate of a deceased member of that group is included in generations removed from the youngest generation of the group that is treated as one shareholder. It seems that shareholders who are members of the ancestor's family one can select any ancestor of that generation whose within the statutory definition of that term. The limita­ descendants would provide the optimal result in mini­ tion refers to a generation in which one or more members mizing the number of shareholders for the purpose of of the ancestor's family are shareholders, but there is 8 applying the 100-shareholder limit. nothing in the statute that requires that the member of Moreover, it is possible that one could select an the family who is a shareholder be a descendant of the ancestor of either 52 or 51 (subject to the six-generation chosen ancestor. separation limitation), and then the lineal descendants of Of course, if 51 or 52 owns stock of X, it is even clearer that ancestor and their spouses and former spouses that an ancestor of that person could be selected, and K would be treated as one shareholder.
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