White Paper

5 Pages
  • 5 Pages

The 21% Corporate Tax Rate Breathes New Life Into IRC § 1202


If you qualify under IRC § 1202, you may be eligible to exclude 100% of the gain on the sale of your qualifying stock!

From the occurrence of the 1986 tax act and the establishment of LLCs, pass-through entities (LLC and S corporations) took over C corporations as the default choice for closely-held businesses. Many modifications fashioned by the 2017 Tax Cuts and Jobs Act have put this settled planning issue back into play. The 2017 Tax Act decreased the top corporate tax rate from 35% to 21%, got rid of the corporate alternative minimum tax, and left unaffected the C corporation's right to deduct state and local taxes. Whether the tax law changes and IRC § 1202 takes a shine to choosing the C corporation will hinge on mindful examination of the specific facts associated with a business.



Scott W. Dolson

Scott W. Dolson

Frost Brown Todd LLP

  • Member in the Louisville office of Frost Brown Todd LLC
  • Provides a wide variety of corporate, tax and mergers and acquisitions services, including business and tax planning for limited liability companies, partnerships and corporations, structuring the formation of closely held businesses and family limited partnership/LLCs, structuring syndicated private offerings in technology, real estate, oil and gas, restaurant and other business areas, tax planning for taxable and tax-free business transactions, handling disputes with the Internal Revenue Service and the Kentucky Revenue Cabinet, and providing general counsel to business organizations and their owners
  • Represents closely held businesses engaged in a variety of business activities, including real estate, technology, restaurants, physician and other professional practices, asphalt production and paving, oil and gas exploration, home health care, and laboratory testing
  • Also works regularly with individuals and closely-held businesses in the areas of family wealth transfer planning and business succession planning
  • Speaks regularly at seminars on business and tax issues; his experience is wide-ranging
  • Chambers USA, Corporate/M&A, 2005, 2008-2017; Selected for inclusion in Kentucky Super Lawyers®, Tax, 2007-2016; The Best Lawyers in America®, Corporate Law, Mergers & Acquisitions Law, Tax Law, 2006-2018; Peer Review Rated, Martindale-Hubbell®
  • J.D. degree, University of Virginia School of Law; B.A. degree, with honors, Harvard University

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