Webcast
S Corporations: S Corporation Exit Strategies Cashing in Your Gains or Cutting Your Losses
A practical guide to S corporation exit planning—asset vs. stock sale structuring, key elections, allocation pitfalls (including personal goodwill), and liquidation considerations—so you can drive cleaner outcomes for both buyer and seller.
$49.00
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Without FlexCast, you must start with enough time to finish. (1 Hr/Credit)
Secure Transaction CPE Credits
1 Credits: Taxes
Course Level
Overview
Format
Webcast
Course Description
When an S corporation is ready to exit—whether it’s time to sell a profitable operation, restructure a deal, or unwind a business that’s no longer viable—the tax outcome often comes down to how the exit is executed. In this online CPE webcast, Robert Jamison walks through the practical decision points behind terminating operations, evaluating asset vs. stock sale structures, and spotting the red flags that show up in real transactions—from buyer demands for basis step-ups to seller goals around retaining (or fully exiting) the entity.
You’ll dig into high-impact planning tools and tradeoffs, including stock deals treated as asset deals (including §338(h)(10) and §336(e)), special planning opportunities involving QSub dispositions, and the allocation issues that can turn capital gain into ordinary income (or vice versa), including personal goodwill vs. covenants not to compete. The course also covers corporate-level exposures that can surprise advisors late in the process—built-in gains tax, passive investment income traps, and the mechanics of liquidation planning to preserve intended tax treatment.
Learning Objectives
Learning Objectives
After completing this course, you will be able to:
- Identify threshold fact patterns that drive S corporation exit strategy decisions, including profitable sales vs. troubled exits and shareholder retention considerations.
- Distinguish major structural options for selling an S corporation business (asset sale, stock sale, and related variations) and summarize the tax consequences to the entity and shareholders.
- Explain how a §338(h)(10) election functions in an S corporation stock sale and describe why it can affect value through asset basis treatment.
- Describe the purpose and mechanics of a §336(e) election and compare its practical use to §338(h)(10) in qualifying dispositions.
- Evaluate allocation issues in S corporation exits, including the difference between enterprise goodwill and personal goodwill and the implications of covenants not to compete.
- Identify corporate-level tax risks that can arise during or after a sale of operating assets, including built-in gains and passive investment income limitations.
- Apply core requirements for treating distributions as part of a complete liquidation, including the role of a liquidation plan and the effects on shareholder gain/loss recognition.
Course Specifics
WC1826466857
February 9, 2026
None
None
Compliance Information
IRS Provider Number: 0MYXB
IRS Course Number: 0MYXB-T-02778-26-O
IRS Federal Tax Law Credits: 1
CTEC Course Number: 2071-CE-02221
CTEC Federal Tax Law Credits: 1
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 www.ctec.org.
Meet The Experts
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 …
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