L. No. 97-354) and by the Tax Reform Act of 1986. Various proposed revisions in the code were presented to Congress in 1993-199 but they have not been enacted into law. Partnerships have been part of the common law for centuries and are governed by the laws of the 50 states which have passed, with some variations, their versions of the Uniform Partnership Act and the Uniform Limited Partnership Act.
Subchapter S was enacted to allow the owners of closely held businesses "to select the form of business organization desired, without the necessity of taking into account major differences in tax consequences."1 An S corporation is a creation of the Internal Revenue Code and has no legal standing as such. The first requirement is that a corporation be formed under the laws of some state. Bravenec says that "Subchapter S applies only to a 'small business corporation' that files a proposed election under [IRC] Section 1372."2 Any corporation which does not qualify as an S corporation or which loses that qualification is taxed as a C corporation. Qualification as an S corporation for federal income tax purposes qualifies a corporation for similar tax treatment at the state level in all but seven states. One state, Louisiana, does not recognize S corporations (LA. Rev. Stat. Ann. Section 47: 287.732) and some others, including California, impose small income taxes on the corporate entity. In California, income of S corporat