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Buying and Selling S Corporations: Tax Planning Opportunities (4172317C)

Date:Friday, December 15, 2017
Time:11:30AM - 7:00 PM
(Registration at 11:00AM)
Facility:Webcast or Webinar, Online
CPE Credit:8.0 Technical Business
Instructor: John G. McWilliams
Vendor:California CPA Education Foundation
Course Level:Intermediate
Early Bird Price:$245.00 FICPA Members, $365.00 Non-Members


Buying or selling an interest in a closely held corporate business is an important transaction. CPAs must be prepared to carefully consider the unique tax characteristics of an S corp to best advise their clients whether they are the sellers or buyers. This course will consider buyer and seller perspectives, relevant law, tax planning opportunities, pitfalls to avoid and necessary compliance issues. Also, review the rules related to determining stock basis of an S corp, treatment of suspended losses, distributions, accumulated adjustment accounts, the built-in gain tax, excess net passive income tax, allocation of income and losses related to changes in ownership of an S corp, and tax treatment of S corp election terminations. Plus, study different tax consequences of asset sales and stock sales, including Sect. 338 and 336(e) elections.

  • Identify potential tax advantages or costs of making an S corp election.
  • Recognize tax considerations of liquidating an S corp.
  • Determine when to use Secs. 338(g), 338(h) (10), 336(e) and qualified subchapter S subsidiary elections.
  • Identify allocation taxable income or loss between the buyer and shareholder.
  • Determine how to use an ESOP to sell stock to employees.
  • Identify the basics of acquisitive reorganizations and S corps.

Major Topics:
  • Making the S election.
  • Built-in gain tax, including planning ideas.
  • Net excess passive income tax and planning.
  • Liquidation of S corps, including special rules related to installment obligations.
  • Suspended loss rules, including tax planning opportunities.
  • Sect. 338(h)(10) and Sect. 336(e) elections.
  • Qualified subchapter S subsidiary election.
  • Special rules for net operating losses and tax credit carryforwards.
  • ESOPs.
  • Consequences of and tax planning for termination of S corp elections.
  • Redemption of S corp stock, including planning opportunities.
  • Basics of acquisitive reorganizations as applied to S corps.

Who Should Attend:

CPAs and attorneys with at least five years of experience advising owners of privately owned businesses who own or acquire S corps; owners and financial managers of privately held corporate businesses; and IRS and FTB employees.

An understanding of S corp tax law.

Advanced Preparation:


If listed below, select the appropriate sessions or options to continue with your purchase.

Registration Status: CLOSED - Online registration for this course is now closed. Please contact the Member Service Center at (800) 342-3197 if you wish to inquire about registering.