• videocam Live Webinar with Live Q&A
  • calendar_month November 10, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Preparation - Pass Through
  • schedule 110 minutes

Liquidation of S Corporations: Mastering Tax Implications of Liquidating Distributions

Early Bird Pricing!
MSRP
$197.00
$167.45
Save $29.55

Discount expires 10/27/26

This course is $0 with these passes:

CPE
ALL
  1. keyboard_arrow_leftBack

About the Course

Introduction

This course will delve into a case study on the planning, tax calculations, property dispositions, and dissolution filings required to liquidate an S corporation. The panel will brief participants on the general rules stated in IRC Section 1371, tying liquidation rules back to those applying to C corps, and detailing the gain/loss on distributions in exchange for stock, as well as outlining two or three scenarios illustrating the rules in action.

Description

S corporation liquidations generally are subject to the same rules as C corporations. However, the lack of entity-level tax in most cases creates different tax considerations. In some cases, there may be some corporate-level problems, such as the built-in gains taxes. Tax advisers must be aware of the Subchapter C rules, especially those concerned with gain or loss recognition on the distribution.

Also, Subchapter S contains the rules concerning the pass-through character of income, gain, and loss. Consequently, tax professionals advising the corporation and its shareholders must be able to calculate the tax impact for shareholders, who ultimately bear the tax burden of the liquidation.

Crucial to tax-efficient planning in S corp liquidation situations is the accurate calculation of S shareholders' outside tax basis in their shares and the S corp's inside tax basis in its assets. Advisers must have a comprehensive basis schedule for all shareholders. Other special rules concern the distribution of installment receivables and debt instruments held by shareholders.

Finally, there are some special considerations for unsuccessful corporations. Because a complete liquidation will cause any shareholder's suspended losses to be extinguished, the timing of the liquidation is a significant issue in planning.

Listen as our experienced panel provides a detailed examination of the tax rules and planning considerations to address in the dissolution and liquidation of S corporations and offers case studies to illustrate tax treatments to shareholders under various liquidation scenarios.

Presented By

John P. Barrie
Partner
McLaughlin & Stern, LLP

Mr. Barrie graduated from UCLA with a BA in Political Science, from University of California – Hastings College of Law, with a JD, and New York University, with a Master of Laws in Taxation. He is admitted to practice in New York, California, District of Columbia and Missouri. After serving as an Attorney-Advisor to Judge Leo H. Irwin, United States Tax Court and engaging as a partner in an international law firm for over 25 years, Mr. Barrie joined McLaughlin & Stern as a partner and chair of the Tax Practice Group, in 2022. His practice involves all phases of both a federal and SALT tax controversy tax practice as well as an extensive domestic and cross-border tax transactional practice. Mr. Barrie's tax controversy practice has a very broad range, including valuation issues (valuation of art (including dealing with the IRS Art Valuation Panel) and the valuation of closely held business entities), conservation easement deduction issues, excise tax issues, summons enforcement, offshore voluntary disclosure, representation of accounting firms before the IRS and Office of Professional Responsibility, as well as various technical Internal Revenue Code interpretation and documentation issues.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Kristin Hill
CPA
Kristin Hill CPA, PC

Ms. Hill specializes in tax planning and compliance for private businesses and their owners. She coordinates with estate planning attorneys, financial managers, transaction attorneys, family office managers, and bookkeepers to deliver comprehensive tax services.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
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).

Date + Time

  • event

    Tuesday, November 10, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Rules for sale or other distribution of assets in connection with the liquidation of an S corporation

II. Tax issues regarding character and timing arising from common transactions in a dissolution or liquidation

III. Post-tax reform considerations

IV. A case study illustrating liquidation of S corp

The panel will discuss these and other key issues:

  • What are the rules for recognizing income and losses in the year of liquidation of the S corporation?
  • How does the S corporation report liquidating installment receivables and other property distributions?
  • How do the S corporation and the shareholders report distributions of encumbered property, including situations where the debt exceeds the value of the asset distributed?
  • What are the ramifications to shareholders after liquidation regarding basis, payment of claims against the corporation, and transferee liability?


Learning Objectives

After completing this course, you will be able to:

  • Determine the rules for recognizing income and loss in the year of an S corp liquidation
  • Identify how an S corp reports liquidating installment receivables and other property distributed
  • Distinguish between the interests of buyers and sellers
  • Determine advantages and disadvantages of selling or purchasing a business as either an asset or stock sale
  • Recognize the tax characteristics of the target company and how they may impact the buyer and seller
  • Determine how to calculate and document shareholders' basis in S corporations
  • 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, supervising other preparers/accountants. Specific and detailed knowledge and understanding of S corporation stock basis rules, S corporation ownership structure, operating agreements and distributions; familiarity with the rules governing Accumulated Adjustment Accounts (AAA), and difference in treatment of debt between partnerships and S corporations; and basis calculations for S corporation shareholders according to IRC sections 1366 and 1367.

BARBRI, 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.

IRS Approved Provider

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

BARBRI CE webinars-powered by Barbri-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .