S Corporations: S Corporation Exit Strategies Cashing in Your Gains or Cutting Your Losses FLEXCAST
Available Until
Your Desk
1.0 Credits
Member Price $49.00
Non-Member Price $56.00
Overview
When an S corporation is ready to exit the tax outcome often comes down to how the exit is executed. In this webcast, Robert Jamison walks through the practical decision points behind terminating operations, evaluating asset vs. stock sale structures, and spotting the red flags that show up in real transactions, from buyer demands for basis step-ups to seller goals around retaining or fully exiting the entity. You’ll dig into high-impact planning tools and tradeoffs, including stock deals treated as asset deals, special planning opportunities involving QSub dispositions, and the allocation issues that can turn capital gain into ordinary income or vice versa, including personal goodwill vs. covenants not to compete. The course also covers corporate-level exposures that can surprise advisors late in the process.
Highlights
Sale of a profitable business. Special considerations for exiting a troubled corporation. Due diligence concerns. Asset transfer. Stock transfer. Tax-free reorganization.
Prerequisites
None.
Designed For
CPAs and tax professionals.
Objectives
Identify threshold fact patterns that drive S corporation exit strategy decisions, including profitable sales vs. troubled exits and shareholder retention considerations. Distinguish major structural options for selling an S corporation business (asset sale, stock sale, and related variations) and summarize the tax consequences to the entity and shareholders. Explain how a Section 338(h)(10) election functions in an S corporation stock sale and describe why it can affect value through asset basis treatment. Describe the purpose and mechanics of a Section 336(e) election and compare its practical use to Section 338(h)(10) in qualifying dispositions. Evaluate allocation issues in S corporation exits, including the difference between enterprise goodwill and personal goodwill and the implications of covenants not to compete. Identify corporate-level tax risks that can arise during or after a sale of operating assets, including built-in gains and passive investment income limitations. Apply core requirements for treating distributions as part of a complete liquidation, including the role of a liquidation plan and the effects on shareholder gain/loss recognition.
Preparation
None.
Notice
This is a FlexCast (no exam required) and may be viewed only Monday - Saturday, 5am - 5pm PT. You may take up to one year from the date of purchase to complete the course. Pause your FlexCast and resume at a convenient day during the hours above. Partial credit for 2+ credit courses: If you are unable to complete the course in one sitting, partial credit can be awarded (minimum of one credit). To earn the remaining credits, you must return later and start the course from the beginning. Use chat to ask questions of a subject matter expert during the program.
Leader(s):
Leader Bios
Robert Jamison
Robert W. Jamison, CPA, PhD, is Professor Emeritus of Accounting at Indiana University, Purdue University, Indianapolis (IUPUI). His principal area of specialization is S Corporations. He is the 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. His articles have appeared in various publications including: Practical Tax Strategies, Journal of Passthrough Entities, The Tax Adviser, Journal of S Corporation Taxation, and The Journal of Accountancy. Professor Jamison has taught many professional education programs for national and local accounting firms and has developed material used in their continuing education programs. He has been a lecturer in AICPA programs and has authored several AICPA tax courses. He is a chapter author in the Van-Griner Taxation Series of textbooks. He is a regular contributor to the Land Grant University Tax Education Foundation, Inc. National Income Tax Workbook. He presents advanced and update S Corporation seminars for various states’ CPA societies and to other professional organizations.
Non-Member Price $56.00
Member Price $49.00