Tax Planning-Buying and Selling S Corporations 2024
4.00 Credits
Member Price $159
Non-Member Price $209
Overview
Buying or selling an interest in a closely held corporate business is an important transaction. CPAs must be prepared to fully consider the unique tax characteristics of an S corporation to advise their clients, whether sellers or buyers. We’ll consider buyer and seller perspectives, relevant law, tax planning opportunities, pitfalls to avoid and necessary compliance issues. Review rules related to determining the stock basis of an S corporation, 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 corporation terminations. Finally, consider different tax consequences of asset and stock sales, including Sect. 338 and 336(e) elections.
Highlights
- 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 (QSUB)
- ESOPs
- Redemption of S corporation stock, including planning opportunities
- Basics of acquisitive reorganizations as applied to S corporations
Prerequisites
S Corporation experience
Designed For
CPAs
Objectives
- Recognize tax considerations of selling assets of an S corporation
- Determine when to use Secs. 338(g), 338(h) (10), 336(e) and qualified subchapter S subsidiary elections
- Identify the allocation of taxable income or loss between the buyer and shareholder
- Recognize tax considerations of selling stock of an S corporation
- Identify tax planning opportunities related to the redemption of stock of S corporation
- Recognize the tax consequences of an S corporation acquiring the stock of a corporation
Preparation
None
Leader(s):
Leader Bios
John McWilliams, CalCPA Education Foundation
<b.John McWilliams, CPA, JD, is Professor of Accounting at Golden Gate University. Previously he was a Professor of Accounting at San Francisco State University. He began his career as a tax adviser with a Big Four CPA firm. For more than 30 years, while teaching, he has been a tax adviser to lawyers and CPAs regarding the tax matters of their clients. Areas of expertise include tax issues related to buying and selling privately held businesses, financially troubled businesses, business restructuring and reorganization and ownership succession to employees or family members. Mr. McWilliams is active in CalCPA, having served as president of the San Francisco Chapter, chair of the Financial Literacy Initiative, a member of the CalCPA Board of Directors serving as Vice Chair. He is currently a member of the Taxation Committee, the Financial Literacy Committe, and the Accounting Education Committee. He has served as a California representative to the AICPA Council and is currently a member of the AICPA Financial Literacy Commission. Mr McWilliams is author of two chapters of the CCH Expert Treatise Library : Federal Taxation of Corporations & Shareholders.
Non-Member Price $209
Member Price $159