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Buying and Selling S Corporations: Tax Planning Opportunities (4152317C)
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Buying or selling an interest in a closely held corporate business is an important transaction for selling shareholders and buyers and CPAs must be prepared to carefully consider the unique tax characteristics of an S corporation to best advise their clients, whether they are the sellers or buyers, to accomplish the best possible tax result. This course will consider buyer and seller perspectives, relevant law, tax planning opportunities, pitfalls to avoid and necessary compliance issues. We wi

11/20/2015
When: 11/20/2015
9:30 AM - 5:00 PM
Where: Webcast/Webinar
Presenter: John G. McWilliams, CPA, JD
Contact: April Deneault
801-834-6634


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Buying or selling an interest in a closely held corporate business is an important transaction for selling shareholders and buyers and CPAs must be prepared to carefully consider the unique tax characteristics of an S corporation to best advise their clients, whether they are the sellers or buyers, to accomplish the best possible tax result.
This course will consider buyer and seller perspectives, relevant law, tax planning opportunities, pitfalls to avoid and necessary compliance issues. We will also review the rules related to determining 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 corporation, and tax treatment of S corporation election terminations. Plus, we'll consider different tax consequences of asset sales and stock sales, including Section 338 and 336(e) elections.

 

Objectives:

Identify potential tax advantages or costs of making the S corporation election.
Recognize tax considerations of liquidating an S corporation.
Determine when to use Sec. 338(g), 338(h) (10), 336(e) and qualified subchapter S subsidiary elections.
Identify allocation taxable income or loss between the buyer and shareholder.
Determine how to use an ESOP to sell stock to employees.
Identify the basics of acquisitive reorganizations and S corporations.

 

Major Subjects:

Making the S election
Built-in gain tax, including planning ideas
Net excess passive income tax and planning
Liquidation of S corporations, including special rules related to installment obligations
Suspended loss rules, including tax planning opportunities
Sec. 338(h) (10) elections
Sec 336(e) elections
Qualified subchapter S subsidiary election
Special rules for net operating losses and tax credit carryforwards
ESOPs
Consequences of and tax planning for termination of S corporation elections
Redemption of S corporation stock, including planning opportunities
Basics of acquisitive reorganizations as applied to S corporations


 

Designed For:

CPAs and attorneys with at least five years of experience advising owners of privately owned businesses who own or acquire S corporations; owners and financial managers of privately held corporate businesses; and IRS and FTB employees.

 

Prerequisite: 

An understanding of S corporation tax law.

 

Advanced Prep: None

  

Speaker: John G. McWilliams, CPA, JD

Vendor: CalCPA

Field of Study: Tax

Level: Intermediate

CPE Credit: 8 Hours

Acronym: BSCP

 

Registration Fees:

Members: $275

Nonmembers: $375

 

Meet the Speaker:

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.

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