Enter the name of the corporation on the line in the certificate's title. 331, a liquidating distribution is considered to be full payment in exchange for the shareholder's stock, rather than a dividend distribution.The S corporation is a corporation that has elected a special tax status with the IRS and therefore has some tax advantages. There are several exceptions to this general rule. Actively reinvesting retained earnings into growth areas can make passive income a smaller share of total income. Many individuals hold investment portfolios in a personal holding company. A primary advantage is that shareholders cannot be held personally liable for the debts of either entity.