In what scenario might a Sub Chapter "S" Corporation risk losing its status?

A Sub Chapter "S" Corporation may risk losing its status primarily because it is limited to a maximum of 100 stockholders. This structure is designed to maintain a small, closely held ownership group, allowing the corporation to pass its income, losses, deductions, and credits directly to shareholders for tax purposes. If the number of stockholders exceeds 100, the corporation no longer meets one of the key eligibility requirements for S corporation status, thereby jeopardizing its special tax treatment.

The other scenarios do present challenges but do not necessarily result in loss of S corporation status in the same way. For instance, failing to file tax returns could result in penalties or other legal consequences, but it does not directly revoke S corporation status. Likewise, having corporate debts does not affect the status; it’s quite common for corporations of all types, including S corporations, to carry debts. Finally, becoming a publicly traded company typically disfavors S corporation status due to the eligibility rules, but this is a separate issue from the primary concern of maintaining the limitation on stockholders. Thus, exceeding the stockholder limit is a direct violation of S corporation regulations, making it the correct answer.