Show navigation

Available in:

OnDemand Course

S Corporations: How to Avoid Common and Often Overlooked Pitfalls (Simple to Complex)

Be aware of all the requirements that must be met in order for companies to operate as S corporations.

Are you aware of all the requirements that must be met in order for companies to operate as S corporations? With tax reform in the rearview mirror, now more than ever, the S corporation is an attractive type of entity in that it offers limited liability for its shareholders while avoiding the double taxation experienced by C corporations. In addition, S corporation income is subject to beneficial tax rates in respect of qualified business income passed through to shareholders. However, there are several rigid requirements that must be met in order for companies to do business as S corporations that, if not met, may result in undesirable consequences. These pitfalls may lead to termination of the S election and additional tax for the corporation or the shareholder, or both. This topic helps you understand the tax rules that govern S corporations and their shareholders and avoid unintended consequences. We will highlight common transactions that have negative, but avoidable, impacts and will also present opportunities for S corporations and their shareholders that exist in the current regulatory environment. This information is critical for you to ensure proper operation of your client's business from a tax perspective and quality tax services for your clients.

Learning Objectives

  • You will be able to identify corporate and shareholder requirements.
  • You will be able to differentiate between M&A deals for S corporations.
  • You will be able to recognize reasonable compensation for a shareholder.
  • You will be able to identify the importance of shareholder basis.

Runtime: 106 minutes
Purchase Options

More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Corporate and Shareholder Requirements

  • One Class of Stock
  • Number
  • Type

Shareholder Basis

  • Importance of Basis
  • Stock Basis; Debt Basis

Entity Level Taxes

  • Built-in Gains Tax
  • Excess Net Passive Income
  • LIFO Recapture

Reasonable Compensation to Shareholder

  • Reasonable Compensation - Significant Employment Tax Savings by Making Distributions
  • Unreasonable Compensation

M&A Deals Involving S Corporations

  • Section 338(h)(10) and Section 336(e)
  • Net Investment Income Tax Considerations

New Tax Bill

  • 20% Deduction of Pass-Through Income
  • Post-Conversion Distributions
  • Deferral of Mandatory Repatriation
Purchase Options

More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on January 31, 2019.

Call 1-866-352-9540 for further credit information.

  • CPE/NASBA - QAS Self Study 2.5 including Finance 2.5
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a QAS Self Study sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.5 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Finance for 2.5 hours. Prerequisite: . Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: QAS Self Study. Please refer to the information in this advertisement for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board.
     
Purchase Options

More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Richard Chou

Richard Chou

Blank Rome LLP

  • Associate with Blank Rome LLP
  • Provides tax advice to clients on various types of transactions, including mergers and acquisitions, formation and restructuring
  • Counsels a variety of clients, ranging from individuals and partnerships to multibillion publicly traded corporations
  • Formerly worked at a Big 4 public accounting firm, both in the compliance group and transactional services group
  • Certified public accountant
  • J.D. degree, University of Southern California, Tax LL.M., New York University
Jeffrey M. Rosenfeld

Jeffrey M. Rosenfeld

Blank Rome LLP

  • Attorney in the Philadelphia office of Blank Rome LLP
  • Concentrates his practice in the area of business tax law
  • Counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including domestic and international tax matters; state and local tax planning; tax-efficient structuring of domestic and international mergers, acquisitions, divestitures; reorganizations, spin-offs, redemptions and liquidations; formation, operation and acquisition of Subchapter S Corporations, partnerships and limited liability companies; federal, state, and local criminal and civil tax controversies, including audits, administrative appeals, and litigation; and issuances of equity-based compensation
  • Counsels corporate clients and individuals regarding undeclared foreign bank accounts, including FBAR reporting obligations, and has represented numerous clients in the Internal Revenue Service‚Äôs Offshore Voluntary Disclosure Program
  • Frequently writes on issues related to the FBAR and FATCA rules and regulations and international tax compliance issues
  • J.D. degree, University of Pennsylvania Law School; L.L.M. degree, New York University School of Law; B.S. degree, Yeshiva University
  • Can be contacted at 215-569-5752 or [email protected]
No photo available

Andrew Woodman

Blank Rome LLP

  • Associate with Blank Rome LLP
  • Concentrates his practice in the area of business tax law
  • Counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including: domestic and international tax matters; securitization tax matters; state and local tax matters; tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions, and liquidations; and formation, operation, and acquisition of Subchapter S Corporations, partnerships, and limited liability companies
  • Serves on the board of directors for New York Professional Advisors for Community Entrepreneurs (NY PACE), providing free legal advice to minority owned small businesses. He also serves as a 20th Anniversary Committee member for Legal Information for Families Today (LIFT)
  • LL.M. degree, Boston University School of Law; J.D. degree, cum laude, Albany Law School; B.A. degree, New York University
  • Can be contacted at 212-885-5205 or [email protected]
Purchase Options

More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

All of your training, right here at Lorman.

Pay once and get a full year of unlimited training in any format, any time!

  • Live Webinars
  • OnDemand Webinars
  • MP3 Downloads
  • Course Manuals
  • Audio Recordings*
  • Executive Reports
  • White Papers and Articles
  • Sponsored Live Webinars

Additional benefits include:

  • State Specific Credit Tracker
  • Members Only Newsletter
  • All-Access Pass Course Concierge

* For audio recordings you only pay shipping

Questions? Call 877-296-2169 to speak with a real person.

Sign Up Today
With This Course

Access to all training products for one year
$699/year

Unlimited Lorman Training

With the All-Access Pass there is no guessing what you will need for your yearly training budget. $699 will cover all of your training needs for an entire year!

Easy Registrations

Once you purchase your All-Access Pass you will never be any further than one-click away from attending any Lorman training course.

Invest in Yourself

You haven't gotten to where you are professionally by luck alone; it's taken a lot of hard work and training. Invest in yourself with the All-Access Pass.

Product ID: 405574
Published 2019
Purchase Options

Available in Multiple Formats

Purchase this course and learn on your schedule!