United States: How To Sell (and Buy) An S Corporation
Last Updated: May 16 2016

Tax Briefings 2016 (4:00 - 5:45 p.m.)

Sullivan & Worcester Conference Center, Boston, MA
May 25, 2016 (4:00 - 5:45 p.m.)

Sullivan & Worcester will host a Tax Briefings seminar, "How to Sell (and Buy) and S Corporation," on May 25 led by Joseph B. Darby III.

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.

Register now

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

All of the Tax Briefings 2016 are complimentary. Attendees will receive 2 hours of continuing education credit. A CPE Certificate will be available to attendees at the end of each briefing.

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