SCo: Formation and Termination for S Corporations (317)

General Description:

This course is designed to identify the basic rules and the pitfalls to avoid on the formation of an S corporation as well as to describe the events that will cause a termination of an S election.

Learning Objectives:

After completing this course the participant will be able to:

• Describe the basic requirements that are necessary to form a corporation.
• Identify the pitfalls to avoid in the formation of an S corporation and the basic requirements of the transfer of property under §351.
• Discuss the persons that are eligible to hold stock in an S corporation as well as the ­persons that are not eligible to own stock in an S corporation.
• Describe the tax effect if an LLC "checks the box" and makes an S election, including the most likely situation where gain is recognized.
• Discuss the filing requirements for Form 2553.
• Discuss the time limit to file a Form 2553 and the ability to make a late S election using Rev. Proc. 2013-30.
• Identify the different types of trusts that are eligible to hold shares of stock in an S ­corporation as well as the difference between a QSST and an ESBT.
• Discuss the one class of stock provisions as well as identify the problems and issues that arise with a shareholder loan.
• Explain why a standard operating agreement creates a second class of stock.
• Identify the events that will cause an S election to terminate as well as the filing requirements in the event an S election is terminated mid-year.
• Identify the steps to convert an LLC taxed as an S corporation to an LLC taxed as a partnership.

Instructors:

Mark A. Vogel is a retired professor and director of the University of Denver Graduate Tax Program, where for 38 years he taught courses in individual, fiduciary, tax accounting, partnership, and corporate taxation. He is the author of Divorce Taxation Guide (John Wiley & Sons) and Individual Taxation (Shepards/McGraw-Hill). He received a J.D. and LL.M. in Taxation from the University of Denver College of Law and an undergraduate accounting degree from the University of Notre Dame. He is also a CPA licensed in Illinois.

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