Converting From S Corp to C Corp: Final 1371(f) Regulations, Favorable Treatment of PTTP Distributions

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Tax Preparer
- event Date
Monday, May 1, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
110 minutes
-
BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
This course will provide tax advisers and compliance professionals with a thorough exploration of the potential tax benefits and hazards of revoking S elections and converting entities to C corporations. The panel will offer tools and strategies to maximize the tax and operational advantages of making an S to C corp election. The panel will discuss steps to lower the tax cost of distributions and outline alternatives to revoking the S election.
Faculty

Mr. Dyer manages and reviews all aspects of federal and state tax compliance for C-corporation, S corporation and partnership returns, including consolidated C-corporation returns. He advises businesses on a wide array of tax matters including but not limited to reorganizations and employee benefits. He manages and reviews all aspects of the preparation of high net worth individual returns and conducts tax research on federal and state tax issues. He also handles tax controversies, including at the examination, appeals and collections stages.

Mr. Alfonsi has 25 years of tax consulting, business valuation, litigation support and forensic accounting experience. In the tax planning and consulting arena, he works primarily with partnerships and with private equity, venture capital and hedge funds.
Description
Along with several provisions that adversely impact S corps, tax reform's permanent reduction in C corp income tax rates is leading many S corps to evaluate their entity choice and explore whether converting to C corp status will provide more tax benefits. Tax advisers must have a solid grasp of whether, when, and how to make an S corp revocation election to avoid costly tax consequences.
The law makes several changes to S corporation income treatment that negatively impact some companies and their shareholders. Most notably, the 20 percent pass-through deduction under Section 199A does not apply to specific trades or businesses, and some S corporations may benefit from spinning off certain operations into C corporation status while retaining the S corp election for others.
The law also contains provisions that in many cases will allow shareholders of "eligible terminated S corporations" to treat dividends paid during the "post-termination transition period" (PTTP) as coming from the corporation's accumulated adjustment account or E&P more favorably than a typical dividend distribution from an operating C corporation. Such distributions are not subject to tax to the extent of the shareholder's basis in the S corporation stock. Final regulations provide rules for S corporation distributions made during the PTTP to qualify for 1371(f) treatment allowing taxpayers to treat a portion of these distributions as distributions from AAA for ETSCs (eligible terminated S corporations).
Listen as our expert panel provides thorough and practical guidance to help advisers determine whether, as well as when and how, to make a tax-efficient entity change from S corporation status to take advantage of the new tax reform law provisions.
Outline
- Incentives in new tax law to consider revocation of S corp election
- Types of business operations that may benefit from S corp revocation
- Final 1371(f) regulations
- Favorable treatment of distributions from "eligible terminated S corporation" during a post-termination transition period
- Reasons to not revoke S corp status
- Timing considerations
Benefits
The panel will review these and other critical matters:
- Businesses that derive tax benefits from revoking S corporation elections and electing to be taxed as a C corporation
- The mechanics of distributions for eligible terminated S corporations during the PTTP
- How final Section 1371 regulations affect distributions made during the post-termination transition period
- Reasons not to revoke S corp status
NASBA Details
Learning Objectives
After completing this course, you will be able to:
- Recognize the trade or businesses that will derive tax benefits from revoking S corporation elections and electing to be taxed as a C corporation
- Identify the mechanics of distributions for eligible terminated S corporations during the PTTP
- Ascertain spinoff strategies to maximize tax benefits for S corporations with multiple business operations or activities
- Determine changes to ESBT and QSST treatment under the new tax law
- 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 at mid-level within the organization, preparing complex tax forms and schedules for S Corporations; supervisory authority over other preparers/accountants. Specific knowledge and understanding of IRC standards on "reasonable compensation for actively participating shareholders; familiarity with new tax reform law

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.

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
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