Section 336(e) Election & Liquidations for S and C Corporations

General Description:

This class will explore the advantages and disadvantages of making a §336(e) election on the disposition of stock in an S corporation.

Learning Objective:

After completing this course the participant will be able to:

• Define a §336(e) election and determine when it might be used by a purchaser of stock of an S corporation.
• Discuss the advantages and disadvantages of a §336(e) election.
• Explain the situations where a §336(e) election might be considered.
• Discuss the requirements to make a §336(e) election and to file Form 8883.
• Discuss the four steps that are considered to occur if a §336(e) election is made -- sale, liquidation, formation and purchase, and filing Form 2553 -- as well as tax returns that are required to be filed for the seller and the purchaser.
• Define a qualified stock disposition and compare it to a qualified stock purchase under §338(h)(10) and filing Form 8023.
• Determine the forms that need to filed to make a §336(e) election.
• Describe the difference between the §336(e) election and the election under §338(h)(10).
• Describe the use of an F reorganization as a way to facilitate the sale of an interest in an S corporation.

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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