Can An S Corporation Have Voting and Non-Voting Stock?

S corporations may only have one class of stock.  However, “[d]ifferences in voting rights among shares of stock of a corporation are disregarded in determining whether a corporation has more than one class of stock.”   Thus, an S corporation “may have voting and nonvoting common stock, a class of stock that may vote only on certain issues, irrevocable proxy agreements, or groups of shares that differ with respect to rights to elect members of the board of directors.”

See Treasury Regulation 1.1361-1.

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