Course ID: CTSC

Corporate Taxation: Subchapter C for C Corporation and S Corporation

Tax free incorporation . . . maybe not! Taxable distributions . . . maybe not! Mergers, acquisitions, and reorganizations made simple. Understand the law governing corporate formations, distributions of property, redemptions, liquidations, reorganizations, carryover of net operating losses, and other corporate tax attributes. You can know the real balance of “Earnings and Profits” and why that number might be important. Low tax rates on the first $75,000 of income and the possibility of increased rates of income tax on individuals make the C corporation a reasonable alternative to S corporation status.

  • ? Advise clients on income tax issues when organizing a C corporation ? Take advantage of C corporation rules and rates to reduce the income tax burden on successful business owners. ? Deal with complicated forms of corporate organization, reorganization, and liquidation ? Recognize income tax issues related to distributions to shareholders ? Structure family buyouts that qualify for long-term capital gain treatment ? Calculate earnings and profits ? Structure a corporate reorganization to comply with IRC Sec. 368 ? Minimize the tax burden in a corporate liquidation ? Take advantage of special basis allocation rules when one corporation acquires another ? Account for corporate net operating loss and other attribute limitations


? Unique C corporation tax rules ? Corporate Organization – Secs. 351 and 357 ? Distributions by corporations – Sec. 301 ? Stock redemptions – Sec. 302 ? Corporate liquidations – Sec. 331 ? Corporate reorganizations – Sec. 368 ? Split ups – Sec. 355 ? Carryovers -NOLs and other tax attributes – Sec. 382 ? Debt vs. Equity – Sec. 385

CPAs who deal with planning and compliance for a regular corporation's complex tax issues


Nichols Patrick CPE, Inc



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