January 14, 2019 9:30am – 5:00pm Map & Directions 602-252-4144

Webcast: Buying and Selling S Corporations: Tax Planning Opportunities

Online registrations are currently closed, please call (602) 324-6847 for additional registration options


Buying or selling an interest in a closely held corporate business is an important transaction. CPAs must be prepared to fully consider the unique tax characteristics of an S corp to advise their clients best whether they are the sellers or buyers.

This course will consider buyer and seller perspectives, relevant law, tax planning opportunities, pitfalls to avoid and necessary compliance issues. Review the rules related to determining stock basis of an S corp, treatment of suspended losses, distributions, accumulated adjustment accounts, the built-in gain tax, excess net passive income tax, allocation of income and losses related to changes in ownership of an S corp, and tax treatment of S corp election terminations.

Plus, study different tax consequences of asset sales and stock sales, including Sect. 338 and 336(e) elections. The significant changes made by 2017 TCJA are discussed and analyzed.

Materials are provided as an ebook.


ASCPA Live Online Webcast
Phoenix, AZ 85034-6617

Registration Time





Non-CPA Staff


Non-CPA Staff (100% club)


Non-CPA Staff (sole proprietor)






  • Identify potential tax advantages or costs of making an S corp election.
  • Recognize tax considerations of liquidating an S corp.
  • Determine when to use Secs. 338(g), 338(h) (10), 336(e) and qualified subchapter S subsidiary elections.
  • Identify allocation taxable income or loss between the buyer and shareholder.
  • Determine how to use an ESOP to sell stock to employees.
  • Identify the basics of acquisitive reorganizations and S corps.

Course Level



CalCPA Education Foundation More With This Vendor

Designed For

CPAs, attorneys, owners, financial managers, IRS and FTB employees.


An understanding of S corp tax law.

Event Leaders

McWilliams, John G

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John McWilliams, CPA, JD is Professor of Accounting & Auditing at Golden Gate University. Previously he was a Professor of Accounting & Auditing at San Francisco State University. He began his career as a tax adviser with a Big Four CPA firm. For more than 30 years, while teaching, he has been a tax adviser to lawyers and CPAs regarding the tax matters of their clients. Areas of expertise include tax issues related to buying and selling privately held businesses, financially troubled businesses, business restructuring and reorganization and ownership succession to employees or family members. Mr. McWilliams is active in CalCPA, having served as president of the San Francisco Chapter, chair of the Financial Literacy Initiative, a member of the CalCPA Board of Directors serving as Vice Chair. He is currently a member of the Taxation Committee, the Financial Literacy Committe, and the Accounting & Auditing Education Committee. He has served as a California representative to the AICPA Council and is currently a member of the AICPA Financial Literacy Commission. Mr McWilliams is author of two chapters of the CCH Expert Treatise Library : Federal Taxation of Corporations & Shareholders.

More With McWilliams, John G


  • Making the S election.
  • "Qualified business income" deduction (IRC 199A)
  • Built-in gain tax, including planning ideas.
  • Net excess passive income tax and planning.
  • Liquidation of S corps, including special rules related to installment obligations.
  • Suspended loss rules, including tax planning opportunities.
  • Sect. 338(h)(10) and Sect. 336(e) elections.
  • Qualified subchapter S subsidiary election.
  • Special rules for net operating losses and tax credit carryforwards.
  • ESOPs.
  • Consequences of and tax planning for termination of S corp elections.
  • Redemption of S corp stock, including planning opportunities.
  • Basics of acquisitive reorganizations as applied to S corps.

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