Tax in Action: Practical Strategies for Tax Pros

Breaking Up with Your S-Corp Part 2


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Jeremy wraps up his two-part series on S corporation terminations by diving into what happens after an election ends, whether intentional or inadvertent. He explains the IRS's relief procedures for common mistakes like violating the one-class-of-stock rule, the crucial five-year waiting period before re-electing, and why a terminated S corp doesn't just revert back to an LLC but becomes a C corporation instead. The discussion includes real tax court cases and the specific steps needed to clean up termination issues before the IRS discovers them.

  • (00:00) - Introduction and Recap of Part One
  • (01:40) - Three Ways to Terminate an S Election
  • (03:30) - Administrative Dissolutions at the State Level
  • (08:00) - What Happens After S Election Termination
  • (13:10) - Inadvertent Terminations Explained
  • (17:00) - The One Class of Stock Rule
  • (21:30) - Maggard v. Commissioner Tax Court Case
  • (26:20) - Profit Interests and Phantom Equity Problems
  • (29:40) - IRS Relief for Inadvertent Terminations
  • (34:30) - Revenue Procedure 2022-19
  • (39:20) - Missing S Election Acceptance Letters
  • (42:00) - Filing the Wrong Return Type
  • (44:10) - Six Areas of Relief Without a PLR
  • (47:10) - Short Year Returns and Pro Rata Allocation
  • (51:30) - The Five-Year Rule Explained
  • (54:20) - Reverting from C Corp Back to LLC Status
  • (56:50) - Final Thoughts and Episode Wrap-Up

  • Connect with Jeremy
    https://www.linkedin.com/in/jwellstax
    https://www.steadfastbookkeeping.com

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    Tax in Action: Practical Strategies for Tax ProsBy Jeremy Wells, EA, CPA

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