Question: Can an S-corp have different types of shares? Can a shares voting restriction be accomplished by agreement between the parties and still all have the same type of shares, or can this only be done in a c-corp with different types of shares?
Answer: The answer is: while an S corp can only have one class of stock; the one class can be divided into subclasses of voting and nonvoting shares or with voting restricted as you described.
Treasury Regulation 1.1361-1. “[d]ifferences in voting rights among shares of stock of a corporation are disregarded in determining whether a corporation has more than one class of stock.” Thus, an S corporation “may have voting and nonvoting common stock, a class of stock that may vote only on certain issues, irrevocable proxy agreements, or groups of shares that differ with respect to rights to elect members of the board of directors.”