S Corporations Advanced Topics: Purchase and Sale of an S Corporation

4 Credits: Taxes


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S Corporations Advanced Topics: Purchase and Sale of an S Corporation

Course Level
CPE Credits

4 Credits: Taxes

Course Description

Before taking this course, the prospect of handling the purchase and sale of an S corporation, with its myriad tax implications and complex rules, might seem overwhelming. The differentiation between asset and stock sales, understanding various tax elections, and the complexities of installment sales can be confusing, making you hesitant in advising clients or making strategic decisions.

After completing this online Webcast CPE course, you will experience a significant shift in your understanding and confidence. We bridge this gap by providing detailed insights into the S corporation transactions through a case study approach with the guidance of Robert Jamison, CPA, PhD. You’ll learn to differentiate between asset and stock deals, calculate the impact of installment sales, and understand the intricacies of special tax elections like Section 338(h)(10). Furthermore, the course will enable you to comprehend the due diligence required for S corporation stock purchases, making you adept in advising on these transactions. With this newfound expertise, you’ll be able to handle S corporation transactions with confidence, providing valuable insights and strategic guidance to your clients and firm.

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Learning Objectives

Upon completion of this course, participants will be able to:

  • Comprehend the basic rules of asset and stock sale/purchase transactions;
  • Understand the residual method for allocating consideration in an asset transfer;
  • Contrast the basis to the purchaser of the assets acquired in an asset deal and a stock deal;
  • Calculate the effects of an installment sale on the timing of gain recognized by the corporation and the selling shareholders;
  • Determine the treatment of a covenant not to compete, on the purchaser and the seller;
  • Calculate the effects of a AAA bypass election and a complete liquidation of the target corporation;
  • Understand the implications of the Section 338(h)(10) election, the Section 336(e) election and the Type F reorganization;
  • Prepare forms for the Section 338(h)(10) and Qualified Subchapter S Subsidiary elections;
  • Calculate the effects of these options on the purchasers and sellers of an S corporation; and
  • Comprehend the due diligence concerns for the purchaser of S corporation stock.
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Course Specifics

Course ID
Revision Date
July 24, 2023

Experience with S Corporations

Advanced Preparation


Compliance Information

NASBA Provider Number: 103220
IRS Provider Number: 0MYXB
IRS Course Number: 0MYXB-T-02358-23-O
IRS Federal Tax Law Credits: 4
CTEC Provider Number: 2071
CTEC Course Number: 2071-CE-1923
CTEC Federal Tax Law Credits: 4

CFP Notice: Not all courses that qualify for CFP® credit are registered by Western CPE. If a course does not have a CFP registration number in the compliance section, the continuing education will need to be individually reported with the CFP Board. For more information on the reporting process, required documentation, processing fee, etc., contact the CFP Board. CFP Professionals must take each course in it’s entirety, the CFP Board DOES NOT accept partial credits for courses.

CTEC Notice: California Tax Education Council DOES NOT allow partial credit, course must be taken in entirety. Western CPE has been approved by the California Tax Education Council to offer continuing education courses that count as credit towards the annual “continuing education” requirement imposed by the State of California for CTEC Registered Tax Preparers. A listing of additional requirements to register as a tax preparer may be obtained by contacting CTEC at P.O. Box 2890, Sacramento, CA, 95812-2890, by phone toll-free at (877) 850-2832, or on the Internet at

Meet The Experts

Robert W. Jamison

Robert “Bob” W. Jamison, CPA, Ph.D., is Professor Emeritus of Accounting at Indiana University, Purdue University, Indianapolis (IUPUI). His principal area of specialization is S Corporations. He is the sole author of S Corporation Taxation, and co-author of Multistate Tax Guide to Pass-Through Entities, both of which are published annually by CCH, a Wolters Kluwer business. He is the author of the 2022 edition of Essentials of Federal Income Taxation, published annually by CCH, a Wolters Kluwer business. Bob is a well-known author and speaker on S Corporations. He is curator of Wolters Kluwer Answerconnect Topic “S Corporations” and subtopics …

Robert W. Jamison, CPA, Ph.D. Read More »