Tax Complexities in the Sales and Purchases of S Corps | CPE Course

BarbriSFCourseDetails

Course Details

Course Information

smart_display Format
On-Demand
signal_cellular_alt Difficulty Level
Intermediate
work Practice Area
Tax Preparer

Date & Time

event Date
Wednesday, March 29, 2023
schedule Time
1:00 p.m. ET./10:00 a.m. PT
timer Program Length
110 minutes

Credit Information

BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$197.00

CPE

ALL

This course will explain the significant factors purchasers and sellers should consider when acquiring or disposing of a Subchapter S corporation. Our panel of S corporation veterans will discuss the pros and cons of asset sales versus stock sales, qualifying for installment sales treatment as an S corporation, built-in gains tax, and the ultimate taxation of the shareholders.

Faculty

Robert W. Jamison

Professor Emeritus of Accounting

Indiana University

Mr. Jamison is Professor Emeritus of Accounting at Indiana University, Purdue University, Indianapolis (IUPUI). His principal area of specialization is S Corporations. He is the sole author of S Corporation Taxation, and co-author of Multistate Tax Guide to Pass-Through Entities, both of which are published annually by CCH, a Wolters Kluwer business. He is a regular contributor to Land Grant University Tax Education Foundation, Inc. National Income Tax Workbook and has contributed to Federal Tax Workshop. He presents advanced and update S Corporation seminars for various states' CPA societies and to other professional organizations. He is a member of the AICPA S Corporation Technical Resource Panel. He consults on S corporation and other business entity problems and has secured letter rulings from the IRS.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Kevin J. Walsh

Director/Vice-President

Walsh, Kelliher & Sharp, CPAs, APC

Mr. Walsh special interest is in advising the owners of closely-held businesses. This interest has led to experience and expertise in assisting closely-held business owners at every stage in the lifecycle of a business—from formation, strategic planning, expansion through acquisitions and mergers, as well as succession and transition planning, including business sales, redemptions and liquidations.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Purchasers generally prefer buying a business' assets. This allows the acquirer to depreciate the newly acquired assets at fair market value and often write off a significant portion of the purchase price using bonus depreciation or Section 179 deductions. Sellers, on the other hand, prefer selling their stock. These gains often qualify for capital gains rates and, for eligible S corporations, may qualify for installment sale treatment. Even sales that are legally treated as stock sales could be treated as asset sales for tax purposes if an election under 338(g) or 338(h)(10) is properly made.

For S corporations that were previously C corporations, sellers must consider the tax effect of built-in gains. Even though S corporations are used to avoid two layers of tax, distributing appreciated assets and assets that have depreciated have significant tax consequences. Tax practitioners working with Subchapter S corporations need to understand the options available to shareholders purchasing and disposing of these flow-through entities.

Listen as our panel of flow-through entity experts examines specific scenarios regarding purchases and sales of S corporations and provides explanations of the tax consequences of each.

Outline

S corporations
1. Asset purchases and sales
2. Stock purchases and sales
3. Installment sales
4. Built-in gains
5. Elections
  1. Section 338(g) and 338(h)(10)
  2. Section 336(e)
6. The Type F reorganization
  1. Converting S corporation to QSub
  2. Converting QSub to SMLLC

Benefits

The panel will cover these and other critical issues:

Avoiding built-in gains tax on sales
When an election under 338(h)(10) would result in significant tax savings
Which S corporation sales are eligible for installment sale treatment
How shareholders are taxed on dispositions

NASBA Details

Learning Objectives

After completing this course, you will be able to:

Identify related party issues with installment sales of S corporations
Determine when an S corporation's sale is eligible for installment sale treatment
Decide whether purchasing assets or stock would be most beneficial to the purchaser
Ascertain situations where making an election under 338(h)(10) would result in substantial tax savings

Field of Study: Taxes
Level of Knowledge: Intermediate
Advance Preparation: None
Teaching Method: Seminar/Lecture
Delivery Method: Group-Internet (via computer)
Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
Prerequisite: Three years+ business or public firm experience preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of pass-through taxation, including taxation of partnerships, S corporations and their respective partners and shareholders.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.