Understanding S Corp Ownership: A Guide for Non-US Citizens

Navigating the world of S Corp non-US citizens can feel like walking a tightrope.

One misstep and…oops!

You’re dealing with tax complications, legal issues, or even worse – jeopardizing your entire corporation status. It’s enough to make any business owner toss and turn in their bed.

But here’s the deal…

If you’re a non-US citizen, understanding the ins and outs of owning an S Corp is crucial for making smart business decisions in America. By reading this guide you know the opportunities and challenges of being a corporate citizen.

Can a Foreigner Own an S-Corp?

Understanding S Corp Ownership A Guide for Non-US Citizens

Questions about non-American people owning businesses in the US are common and complicated. One such question that frequently surfaces pertains to whether or not foreigners can own an S Corporation (S Corp).

If we dive into the legalities as outlined by US Code 26 Section 1361, you’ll find that this isn’t a straightforward yes or no answer. The determining factor lies within your corporation status: Are you classified as a resident native alien or non-native alien under US tax laws? This distinction plays an integral role.

Email me sam@mollaeilaw.com or Book A FREE Call for a Speech of S Corp non-US citizens

The Difference Between Non-Resident Alien and US Resident Alien

To understand these classifications better, let’s refer back to definitions provided by Publication 519 from the IRS. In simple terms, if you don’t pass either the green card test or substantial presence test – congratulations. You’re officially dubbed as a ‘non-resident alien’. On the flip side, meeting one of these criteria places you comfortably in the ‘resident aliens’ category.

This seemingly small difference carries significant weightage when considering owning an S Corp – something any aspiring foreign entrepreneur should be aware of before venturing into American markets. According to federal tax law specifics found in US Code 26 Section 7701, while offcomers have a green light to become shareholders in an S Corp; their counterparts aka foreign residents unfortunately face restrictions barring them from doing so.

Decoding the Intricacies of S-Corporation Ownership

In the labyrinthine world of corporate ownership, understanding IRS regulations is crucial. Owning an S Corporation requires compliance with specific guidelines, including a maximum of 100 shareholders who must be U.S. citizens or resident aliens (non-US residents who’ve passed the test of green card), as well as certain trusts and estates.

To put it simply: An S Corp can’t have more than 100 shareholders; these stakeholders should only comprise U.S citizens or resident aliens (aka non-US residents who’ve passed the green card test), along with some trusts and estates.

The Green Card Factor in Owning an S Corp

Your corporation status as a green card holder plays a pivotal role in your eligibility for becoming part-owner of an S Corp.

Decoding the Consequences of Non-Compliance with S-Corp Ownership Rules

The IRS is no-nonsense when it comes to enforcing regulations around nonresident alien shareholders in an S Corp. So, what happens if your small business corporation doesn’t meet these strict requirements? Should you stop thinking about starting a small business corporation in the USA? Well, you’re looking at some pretty hefty consequences.

In other words, ignoring ownership rules isn’t just risky” it’s potentially detrimental to your bottom line.

To separate off-comers from their non-resident counterparts (and therefore identify eligible corp shareholders), the IRS uses something called the substantial presence test” a calculation based on how many days one has spent in the United States over three years’ time as per IRS guidelines.

  • If this test deems you a non-native alienâ” sorry. You’re not allowed shares in an S Corp.
  • Certain individuals are exempt from this rule though like foreign government-related persons or teachers/trainees under specific visa types.

When it comes to foreign shareholders small businesses and S corporations, managing foreign or non-resident alien shareholders can be a tightrope walk. The challenge lies in attracting global investment while staying within the bounds of IRS regulations.

The question on many minds is: How do we balance these seemingly conflicting interests? Especially when dealing with non-resident alien shareholders who are interested but unable due to restrictions.

Fear not. There’s a way forward that allows you to navigate this intricate landscape without jeopardizing your corporation’s standing or missing out on valuable international investments.

Best Practices for Selling Shares to Foreign Investors

To begin with, understanding who qualifies as an exempt individual under substantial presence guidelines becomes crucial. This knowledge helps avoid potential pitfalls by ensuring shares aren’t sold unintentionally to individuals whose corporation status could threaten your main S-corporation structure.

Moving ahead, clear communication lines become indispensable between you and prospective investors from abroad. Being transparent about US business investment laws aids in averting misunderstandings that may lead later towards compliance issues” something every entrepreneur wants off their plate.

  • Avoid Missteps With Professional Legal Advice
    • Last but certainly not least, enlisting professional legal advice specializing in international business law might just be one of the smartest moves you make during this process. They offer invaluable insights into how best to handle cross-border investing intricacies whilst maintaining your corporation’s non-US resident-friendly status intact.
  • Exploring Alternatives For Non-Native Aliens
    • If there still remain hurdles despite all efforts made to accommodate non-native aliens’ interest in U.S. businesses – fear not. Alternative options such as LLCs or C Corporations exist which allow them participation without compromising on any rules set forth by authorities like IRS states.
  • Safeguarding Your Corporation Status While Maximising Global Investment Opportunities

In essence – navigating foreign or non-resident shareholders isn’t impossible; rather it requires careful planning & strategic decisions. By following these steps outlined above coupled with continuous learning about evolving norms surrounding ownership rights (especially concerning green card holders), rest assured – both domestic success & overseas expansion will soon cease being mutually exclusive goals.

Key Takeaway: “Key Takeaway: Navigating foreign shareholders in small businesses and S corporations can be challenging, but it’s possible to attract global investment while staying within IRS regulations. Understanding exempt individuals, clear communication with investors, seeking legal advice, and exploring alternative options are key strategies for success.”

Exploring Alternatives for Nonresident Aliens Interested in U.S Business Investments

The limitations on S Corp US citizen ownership might seem like a major roadblock if you’re a non-US alien eager to invest in the United States. However, do not despair; there are other pathways to pursue.

You’ve got options that can bypass these restrictions and allow you to make your mark on American businesses. Let’s dive into them.

A Closer Look at Limited Liability Companies (LLCs)

One of the most viable alternatives is forming an LLC. It provides similar protections as an S Corporation but without those pesky ownership requirements that restrict non-native residents.

An LLC allows foreign nationals and even non-resident aliens to own, manage or hold membership corp status within the company – making it quite appealing for individuals who fall under our ‘non-us resident’ category. So why not explore this avenue?

C Corporations: Another Opportunity Worth Considering

If LLCs aren’t exactly what you’re looking for, C Corporations could offer another feasible alternative route towards investing in US-based enterprises. Unlike their S counterparts which have strict rules about non-US shareholdership, C Corps roll out the red carpet when it comes to overseas investment.

  1. No limit whatsoever on foreign shareholding – now isn’t that refreshing compared with all those rigid S-corp shareholder stipulations we’ve been talking about?
  2. Tax advantages galore. Yes, they do face double taxation; once at the corporate level then again when dividends get distributed amongst shareholders… Lower federal income tax rates applicable under current US law can sometimes offset this downside.
  3. Last but certainly not least…the structure of a C Corporation itself offers flexibility regarding profit distribution among owners and investors” making it highly attractive from both operational and financial perspectives.
Key Takeaway: “Key Takeaway: Non-US citizens interested in investing in US businesses have alternative options to S Corp ownership. Forming an LLC or considering C Corporations can provide similar protections and more flexibility without the strict restrictions of S Corps.”


Email me sam@mollaeilaw.com or Book A FREE Call for a Speech of S Corp non-US citizens

FAQs in Relation to S Corp Non-Us Citizen

Can a non U.S. citizen be part of an S corp?

A non-U.S. citizen can only participate in an S Corp if they are an emigre, meaning they have passed the IRS’s substantial presence test or hold a green card.

Can a foreign citizen have an S corp?

A foreign individual can own an S Corp provided they meet residency requirements as defined by the IRS, typically through holding a green card or passing the substantial presence test.

Can a nonresident alien own an S corp?

No, according to IRS regulations and tax laws, off-comers cannot be shareholders in an S Corporation.

Can a green card holder be an S corp shareholder?

Yes, individuals with valid green cards qualify as non-resident aliens under IRS rules and thus can become shareholders in an S Corporation.


Understanding the rules around S corp non us non-citizens is no small feat. Hopefully, after reading this guide, you are now well aware of the S corp non-US citizen rules.

The complexity of U.S. tax laws and corporate structures can be overwhelming.

But with knowledge comes power, right?

You’ve now discovered that while a foreigner cannot own an S-Corp, resident or non-native aliens can. There are many drawbacks around S corp non-citizens.

We’ve also explored how green card status impacts this ownership.

Beyond that, you’re aware of the potential risks for non-compliance or non-corp non-US citizens with these regulations.

And let’s not forget about navigating alien shareholders in your business – it’s all part of the game!

Finally, we looked at alternatives for those unable to invest in an S Corp due to residency restrictions.

Remember: knowing is half the battle.

The other half? Taking action!

If you need help navigating through this complex landscape or have any legal questions related to your business structure as a non-US citizen, consider reaching out to Mollaei Law. Let us assist you on your journey!

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