[Anonymous]

It was my understanding that Corporation’s were the only entity’s with continuous life. I’ve just finished a set of MQ’s on CPA review for free (website) that mentions Limited Partnerships are now part of this. Has something changed? Are Corps & LP’s now the two entity’s with continuous life?

Also, several questions are wrong because of the shareholder # in S-corps. Am I correct that S-corps can now have unlimited shareholders—instead of 100?

HELP!!!!

[tax_vixen]

Well I'm not 100% sure on either of these but my Becker materials say that an LP is not perpetual unless the agreement states otherwise (so general rule, LPs are not perpetual).

As far as the S Corp thing goes, unless the rules are different for state law purposes than they are for IRS purposes it's still 100 shareholders for tax return purposes (and I've never seen where the 2 are different). https://www.irs.gov/businesses/small/article/0,,id=98263,00.html But I haven't worked on an S corporation at work where this was an issue (my clients all have under 5 shareholders) so I'm just going off of my study materials right now. My Becker materials also say 100.

AUD - 92 :: REG - 99 :: FAR - 92 :: BEC - 82

[Anonymous]

I'm going to contact Phil (at Yaeger) and find out for sure. I was under the impression that unlimited life was one of the advantages that corps had over other entity's, so it threw me when I saw LP (due to change in law) was now perpetual. I'll check on the shareholders for S-Corp, too. Thanks for replying.

[StudyInRI]

Limited partnerships are not perpetual. If there are NO general or limited partners (meaning the last remaining of either) dies — the partnership dissolves.

A general partner dying is a bit more of a “big deal” than a limited partner in the case of a LP. Limited partners are similar to shareholders in that if they die, it won't matter because the entity will continue (unless they are the ONLY limited partner). In that sense, it is very much like a corporation because it doesn't force the partnership to wind up.

S-Corps are limited to 100 shareholders, not unlimited.

REG - 97
BEC - 82
FAR - 86
AUD - 96 ... DONE!

[Author]

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