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The Daily Insight

How many classes of stock can an S corp have?

Author

Andrew Ramirez

Published May 13, 2026

one class
S corporations can only have one class of stock. However, the tax regulations permit companies to issue voting and non-voting stock, even if the voting stock only represents 1% of the issued and outstanding shares.

What creates a second class of stock?

Under the final regulations, call options, warrants or similar instruments (collectively, “call options”) will be treated as a second class of stock if the call option is substantially certain to be exercised (by the holder or potential transferee) and has a strike price substantially below the fair market value of …

Why would firms have two or more classes of common stock?

A company will issue different classes of common shares so that it can provide different voting rights to different sets of investors. A super voting multiple could be 10 votes per shares of a higher class. This is done to give them more control over the company. The other class will have lower/standard voting rights.

Can an S corp have 1000 shares?

S Corporation Shares The owners of a business determine how many shares a company must have to form an S corporation. This can range from 10,000 shares to 1 million shares of S corporation stock. S corporations can only issue one class of stock, while C corporations can issue multiple stock classes.

Is restricted stock a second class of stock?

As is discussed in the original article, so long as no Section 83(b) election is filed by the taxpayer, the restricted stock is treated for S corporation purposes as “not issued” and thus does not create second class of stock issues.

Can an S Corp have convertible debt?

Only individual U.S. citizens or legal residents, certain estates, and certain kinds of trusts can be shareholders, excluding quite prominently corporations and partnerships, which means that a corporation (or partnership) can hold an equity interest in an S Corporation only by taking certain rights to purchase stock- …