S Corporation tax, including but not limited to:

  • Formation and eligibility of “S” corporation;
  • Number of shareholders and counting two people as one in some situations;
  • Eligible shareholders and allowed trusts;
  • One-class-of-stock requirement and various rules thereto;
  • Advising on participating debt under the straight debt safe harbor regulations;
  • Restructuring “S” corporation into limited partnership because of blown “S” based on a carried interest;
  • Making many “S” elections on formation of the entity and thereafter;
  • Assisting companies with short “C” year due to late filed “S” election and consequences thereto;
  • Advising on revoking “S” election and need for appropriate shareholder approval;
  • Due diligence on “S” corporation acquisition and requesting a private letter ruling due to an inadvertent termination of S status;
  • Assisting with tax consequences of terminated “S” status;
  • Advising on debt of the corporation to the shareholder that can used in utilizing loss deductions;
  • Advising on built-in-loss property under 362(e)(2);
  • Sale of S corporation stock and look through rules;
  • Distributions to shareholders with earnings and profits, and assisting companies determine the earnings and profits while a “C” corporation;
  • Reviewing tax information to calculate accumulated adjustment account;
  • Advising on distributions of appreciated property;
  • Mergers and other tax-free transactions between “C” and “S” corporations;
  • Converting “C” corporations to “S” corporations and calculating and minimizing the built-in gains under 1374; tax on passive investment income under 1375; and recapture of LIFO under 1363(d);
  • Advising on “reasonable compensation” for W-2 and K-1 analysis;
  • Structuring bonus plan to comply with one class of stock regulations; and
  • Review and revise stock purchase agreement for asset purchase treatment under 338(h)(10).