Question

Nails. Mona and her friends Jack and Bobby, all U.S. citizens, want to open a nail salon in Tennessee. They would all like to avoid personal liability for debts of the business and for wrongful acts of each other. They would also like to avoid taxation as much as possible. Mona is in favor of a corporation and asks if there is any problem with that form of business. Jack and Bobby say that they want to receive profit distributions and that they are concerned about excessive taxation with a corporation. Jack and Bobby urged the formation of a partnership even in the face of personal liability. Mona did some research and suggested an S corporation to Jack and Bobby. Would the proposed business qualify as an S corporation if it were incorporated in Delaware?

A. No, because there must be at least 100 shareholders involved.

B. No, because a business must operate as a partnership for at least two years before converting to an S corporation and also because it must be incorporated under the state law of the location of the principal place of business.

C. No, because a business must operate as a regular corporation for at least two years before converting to an S corporation.

D. Yes, so long as more than one class of shares is issued.

E. Yes, so long as only one class of shares is issued.

Answer

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