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

Date: Tuesday, August 7, 2018
Time: 1:00 - 2:40 pm EST

Sponsored by Lorman Education Services


Registration - Live Webinar Only: $219.00

Registration - Live Webinar Plus CD Recording: $288.00

 

Are you 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 describe M&A deals involving S corporations.
  • You will be able to review entity level taxes.
  • You will be able to explain shareholder basis.
  • You will be able to discuss corporate and shareholder requirements.

This Live Webinar Covers These Hot Issues:

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

Credit Information (Sponsored by Lorman Education Services):

  • CFP
  • CLE
  • CPE
  • AIPB
  • NASBA

For Detailed Credit Information page click here

Only registered attendee will receive continuing education credit.

Faculty:

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 multi-billion 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 from University of Southern California, Tax LL.M. from New York University

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’s 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 rosenfeld@blankrome.com

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 awoodman@blankrome.com

(Not available outside the US)