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SBA62.ARJ
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F232.SBE
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@028 CHAP 8
┌─────────────────────────────────────────────┐
│ CLOSELY-HELD C CORPORATIONS │
└─────────────────────────────────────────────┘
A "closely-held C corporation" is a regular corporation that is owned
by only one person or controlled (over 50% of its stock) by five or
fewer individuals. Elaborate "attribution" rules apply so that a per-
son is considered to also own shares that are owned by certain related
persons, such as children, other controlled corporations, etc. Thus,
if you have 9 children, you can't give them each 10% of the stock of
a corporation, keep the other 10% for yourself and say that no five
persons owns over 50% of the company--The attribution rules will deem
you to be the owner of 100% of the stock in such case, and the corpor-
ation will be considered a closely-held C corporation (unless it elects
to be an S corporation).
The primary disadvantage of having a corporation be treated as a
a closely-held C corporation is that it may not offset "passive
activity" losses against portfolio income (such as dividends and
interest income). However, unlike an individual, such a corporation
IS allowed to offset passive losses against its "net active income"
(unless it also happens to be considered a "personal service corpor-
ation"). C corporations that are neither "closely-held C corporations"
nor "personal service corporations" are not subject to the passive loss
restrictions at all, and thus are allowed to offset passive losses
fully against all kinds of income.