How to Sell (and Buy) an S Corporation
Wednesday, May 25, 2016
3:30 pm: Registration
4:00 pm: Program
5:45 pm: Reception
Sullivan & Worcester
One Post Office Square
21st Floor
Boston, MA 02109
This program will offer a condensed, sophisticated review of the tax and business issues that should be taken into account when parties sell and purchase a business operated through an S corporation.
Since 1986, when U.S. tax law saw the repeal of the General Utilities Doctrine and the ascendancy of "pass through" taxation, the S corporation has been the dominant form of business entity among privately held U.S. businesses. This program will examine and review the tax benefits of S status, most notably the favorable tax treatment and tax structuring choices that are available when S corporation owners decide to sell that business – whether to an unrelated party, an existing shareholder, or to children as part of an inter-generational wealth transfer.
The topics addressed will include:
- converting from C to S status, and related issues under Code § 1374, 1375 and 1362(d)(3)
- converting stock sales into assets sales using 338(h)(10) and 336(e) elections
- assets sales and related traps when inside and outside tax basis vary materially
- tax-free mergers of S corporations, especially into publicly traded acquirers
- selling the business to employees through an ESOP
- shareholder agreements and cross-purchases, including use of life insurance to fund purchases
- how to "convert" an S corporation into an LLC tax-free when selling to employees
- inter-generational transfer strategies to children
Speakers:
Questions? Contact us at swtg@sandw.com
