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Recognizing S Corporation Issues: Key Organizational Document Provisions, Ineligible Shareholders, Missed S Elections

A live 110-minute CPE webinar with interactive Q&A

This program is included with the Strafford CPE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, January 28, 2025

1:00pm-2:50pm EST, 10:00am-11:50am PST

Early Registration Discount Deadline, Friday, January 3, 2025

or call 1-800-926-7926
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This webinar will identify commonly encountered issues with S corporation status and its shareholders. Our panel of flow-through entity experts will examine problems that frequently arise with these corporations and offer advice on preventing and correcting missteps.

Description

Although there are many benefits of choosing a partnership or LLC entity structure for a business, S corporation filings continue to significantly surpass filings of partnership returns. This often chosen structure has many caveats that businesses and tax advisers should consider to avoid jeopardizing shareholders and their flow-through tax status.

The operating agreement should contain provisions for identical distribution and liquidation rights in order to prevent disproportionate distributions and a second class of stock. The IRS recently issued Revenue Procedure 2022-19 stating that disproportionate distributions will not violate the one class of stock requirement as long as appropriate language is in the operating agreement.

Even initially, shareholders may fail to make or adequately make the election for S corporation status. Specific errors and late elections can be remedied without a private letter ruling under Revenue Procedures 2013-30 and 2023-1. The initial shareholder list could exceed 100, the maximum number, or include ineligible foreign shareholders. Tax practitioners working with S corporations must be wary of the ramifications of S corporation status and its pitfalls.

Listen as our panel of S corporation advisers reviews common issues with Subchapter S corporations and offers advice to avoid and rectify oversights.

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Outline

  1. Common S corporation issues: introduction
  2. Faulty organization documents
  3. Ineligible shareholders
  4. Corporation election issues
    1. Late elections
    2. Potential gain recognition
  5. Disproportionate distributions
  6. QSST and ESBT election failures
  7. Other issues

Benefits

The panel will review these and other critical issues:

  • Key provisions that should be in S corporations' organizational documents
  • Criteria for S corporation shareholders
  • Remedying missed or late S corporation elections
  • Avoiding QSST and ESBT election failures

Faculty

Hill, Kristin
Kristin Hill, CPA
CPA
Kristin Hill CPA

Ms. Hill specializes in tax planning and compliance for private businesses and their owners. She coordinates with...  |  Read More

Slipman, Jared
Jared C. Slipman
Attorney
Obermayer Rebmann Maxwell & Hippel

Mr. Slipman is an attorney in Obermayer’s Business & Finance Department. He focuses his practice on tax...  |  Read More

Attend on January 28

Early Discount (through 01/03/25)

CPE credit processing is available for an additional fee of $39.
CPE processing must be ordered prior to the event. See NASBA details.

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Early Discount (through 01/03/25)

CPE credit is not available on downloads.

CPE On-Demand

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