S&C: Liquidations for S and C Corporations

General Description:

Seminars in the S & C Corporation Series cover tax topics that apply to both S and C corporations (under §1371(a), the same rules that apply to a C corporation also apply to an S corporation and its shareholders, except where they are inconsistent). This course will review the applicable rules and regulations as they apply to the liquidation of both a C corporation and an S corporation.

Learning Objective:

After completing this course the participant will be able to:

• Discuss the requirements under state law to liquidate a corporation.
• Apply the 3.8% Medicare tax to the liquidation of a C and S corporation.
• Describe the filing requirements under federal and state law to liquidate a ­corporation, including filing Form 966.
• Distinguish between a sale of assets and a distribution of assets under §331 and §336.
• Explain the options available for goodwill after Martin Ice Cream and Norwalk.
• Illustrate when losses are disallowed under §336(d).
• Describe the tax effect of a liquidation of a subsidiary under § 332 and § 337 and making a QSub election by filing Form 8869.
• Illustrate the sale of the assets of a C or S corporation for an installment note and the distribution of the installment note in liquidation of the corporation.
• Discuss the §338 election, the §338(h)(10) election for an S corporation (and filing Form 8023), and the §336(e) election for an S corporation (and filing Form 8883).
• Describe the treatment of the payment of expenses and debts after the dissolution of the corporation.
• Discuss the limitations on the use of losses under §382, §383, and §384.
• Describe the tax attributes which survive a corporate liquidation and the term "transferee ­liability."