#### § 1.1362-0 Table of contents.

This section lists the captions that appear in the regulations under section 1362.

## § 1.1362-1 Election to be an S corporation.

(a) In general.

(b) Years for which election is effective.

## § 1.1362-2 Termination of election.

(a) Termination by revocation.

(1) In general.

(2) When effective.

(i) In general.

(ii) Revocations specifying a prospective revocation date.

(3) Effect on taxable year of corporation.

(4) Rescission of a revocation.

(b) Termination by reason of corporation ceasing to be a small business corporation.

(1) In general.

(2) When effective.

(3) Effect on taxable year of corporation.

(c) Termination by reason of excess passive investment income.

(1) In general.

(2) When effective.

(3) Subchapter C earnings and profits.

(4) Gross receipts.

(i) In general.

(ii) Special rules for sales of capital assets, stock and securities.

(A) Sales of capital assets.

(B) Sales of stock or securities.

(*1*) In general.

(*2*) Treatment of certain liquidations.

(*3*) Definition of stock or securities.

(*4*) General partner interests.

(*i*) In general.

(*ii*) Exception.

(iii) Other exclusions from gross receipts.

(5) Passive investment income.

(i) In general.

(ii) Definitions.

(A) Royalties.

(*1*) In general.

(*2*) Royalties derived in the ordinary course of a trade or business.

(*3*) Copyright, mineral, oil and gas, and active business computer software royalties.

(B) Rents.

(*1*) In general.

(*2*) Rents derived in the active trade or business of renting property.

(*3*) Produced film rents.

(*4*) Income from leasing self-produced tangible property.

(C) Dividends.

(D) Interest.

(*1*) In general.

(*2*) Interest on obligations acquired in the ordinary course of a trade or business.

(E) Annuities.

(F) Gross receipts from the sale of stock or securities.

(G) Identified income.

(iii) Special rules.

(A) Options or commodities dealers.

(B) Treatment of certain lending, financing and other businesses.

(*1*) In general.

(*2*) Directly derived.

(C) Payment to a patron of a cooperative.

(6) Examples.

## § 1.1362-3 Treatment of S termination year.

(a) In general.

(b) Allocations other than pro rata.

(1) Elections under section 1362(e)(3).

(2) Purchase of stock treated as an asset purchase.

(3) 50 percent change in ownership during S termination year.

(c) Special rules.

(1) S corporation that is a partner in a partnership.

(2) Tax for the C short year.

(3) Each short year treated as taxable year.

(4) Year for carryover purposes.

(5) Due date for S short year return.

(6) Year in which income from S short year is includible.

(d) Examples.

## § Inadvertent terminations.

## § 1.1362-4 Inadvertent terminations and inadvertently invalid elections.

(a) In general.

(b) Inadvertent termination.

(c) Corporation's request for determination of an inadvertent termination.

(d) Adjustments.

(e) Corporation and shareholder consents.

(f) Status of corporation.

(g) *Effective/applicability date.*

## § 1.1362-5 Election after termination.

(a) In general.

(b) Successor corporation.

(c) Automatic consent after certain terminations.

## § 1.1362-6 Elections and consents.

(a) Time and manner of making elections.

(1) In general.

(2) Election to be an S corporation.

(i) Manner of making election.

(ii) Time of making election.

(A) In general.

(B) Elections made during the first 21⁄2 months treated as made for the following taxable year.

(C) Definition of month and beginning of the taxable year.

(iii) Examples.

(3) Revocation of S election.

(i) Manner of revoking election.

(ii) Time of revoking election.

(iii) Examples.

(4) Rescission of a revocation.

(i) Manner of rescinding a revocation.

(ii) Time of rescinding a revocation.

(5) Election not to apply pro rata allocation.

(b) Shareholders' consents.

(1) Manner of consents in general.

(2) Persons required to consent.

(i) Community interest in stock.

(ii) Minor.

(iii) Estate.

(iv) Trust.

(3) Special rules for consent of shareholder to election to be an S corporation.

(i) In general.

(ii) Examples.

(iii) Extension of time for filing consents to an election.

(A) In general.

(B) Required consents.

## § 1.1362-7 Effective date.

(a) In general.

(b) Special effective date for passive investment income provisions.

## § 1362-8 Dividends received from affiliated subsidiaries.

(a) In general.

(b) Determination of active or passive earnings and profits.

(1) In general.

(2) Lower tier subsidiaries.

(3) De minimis exception.

(4) Special rules for earnings and profits accumulated by a C corporation prior to 80 percent acquisition.

(5) Gross receipts safe harbor.

(c) Allocating distributions to active or passive earnings and profits.

(1) Distributions from current earnings and profits.

(2) Distributions from accumulated earnings and profits.

(3) Adjustments to active earnings and profits.

(4) Special rules for consolidated groups.

(d) Examples.

(e) Effective date.

[T.D. 8449, 57 FR 55448, Nov. 25, 1992; 58 FR 3330, Jan. 8, 1993, as amended by T.D. 8869, 65 FR 3854, Jan. 25, 2000; T.D. 9422, 73 FR 47530, Aug. 14, 2008]