S Corporation (Form 1120S) - Formation to Liquidation

With the increasing complexity and ever-changing nature of tax laws and issues, today’s accountant needs a S corporation course focusing on the birth, growth, maturity, and death of a closely held S corporation. This case driven course will deal with S corporation income tax laws from formation to liquidation.

**Please Note: If you need credit reported to the IRS for this IRS approved program, please download the IRS CE request form on the Course Materials Tab and submit to kori.herrera@acpen.com

Learning Objectives

Form a S corporation and calculate the entity’s initial inside basis in the assets and shareholder’s stock basis
Understand the operational issues during the growth and maturity of a S corporation and how the schedule K items get allocated to the shareholders on their individual Schedule K-1 effecting stock and debt basis
Prepare a Schedule M-2 and determine how distributions are treated to the shareholders
Comprehend the tax ramifications of liquidating a S corporation and the sale versus redemption of a shareholder’s stock

Major Topics

Extensive review of the S corporation tax laws with an emphasis on any new legislative changes
Requirements to make an S election (i.e., types and numbers of shareholders and second class of stock issues)
Fixing late S corporation elections (i.e., Form 2553)
S corporation formation (§351) and liquidation issues
Revocation and termination of S corporations
Schedule K and K-1 – separately stated versus non-separately stated income and expense items
Detailed Schedule K-1 reporting including the 20% qualified business income (QBI) deduction and 3.8% net investment income tax
Compensation issues including the tax treatment of fringe benefits
Built in gains tax and other planning opportunities when converting a C to S corporation
Preparation of the Schedule M-2 and the ordering rules for distributions out of the AAA, PTI, E&P and OAA accounts
Tax treatment of stock redemptions (sale or distribution?)

CPE Credits Available

8 CPE

8: Taxation

Things to Know About This Course

Course Level

Intermediate

Prerequisites

Background in S corporation and individual income tax law

Advanced Preparation

Background in individual and business income tax law

Intended Audience

Tax professionals (in public or private industry) seeking a case driven income tax return course addressing many common, yet complex Federal S corporation issues and problems

January 6, 2026