Business Entity Conversions: Income Tax Consequences You May Not Anticipate

Understanding and Navigating Complex Federal Income Tax Implications

Recording of a 110-minute CPE webinar with Q&A

Conducted on Thursday, July 18, 2013

Recorded event now available

or call 1-800-926-7926
Course Materials

This teleconference will provide tax advisors and corporate tax specialists with an explanation of the steps that should be taken in analyzing federal tax implications in a conversion to a different business entity.


Businesses are taking another look at their entity structures, sometimes finding what was appropriate in recent years no longer works in the recovery. Advisors and tax managers must understand important federal and—to a degree—state tax implications as a significant factor in an entity conversion decision.

A few of the challenges when changing business structures are FAS 109/FIN 48 issues, how an 83(b) election affects the conversion, state tax-level nexus considerations, and subsidiary income or losses that might prove difficult to offset.

Approaches and experiences utilized by veteran tax professionals can help ensure your analysis of material tax issues is as complete as possible before liquidating or converting legal entities.

Listen as our panelists help you develop an effective road map for evaluating legal entity conversion insofar as tax features are concerned.



  1. Current trends in federal and state law and regs on converting legal entities
  2. Process for converting entities
    1. C corporations
    2. General partnerships, LLPs and LLLPs
    3. LLCs
    4. S corporations
  3. Tax implications to consider in restructuring entities
    1. Pitfalls contained in IRC §351 and IRC §357(c)
    2. Income tax nexus-triggering activities
    3. Effective tax rates calculation under FAS 109 and FIN 48
    4. Other issues
  4. Best practices for a coordinated approach to entity restructuring


The panel will explore these and other on-point topics:

  • Structural changes: What is involved in converting an entity?
  • Potential pitfalls in IRC §351 and IRC §357(c): How can a conversion be kept tax-free?
  • FAS 109/FIN 48 disclosures: Is too much time being spent calculating effective tax rates because of outmoded entities?
  • 83(b) elections: How do they affect the conversion?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Joseph K. Fletcher, III
Joseph K. Fletcher, III

Glaser Weil Fink Howard Avchen & Shapiro

Mr. Fletcher has particular expertise ranging from the taxation of mergers and acquisitions to international taxation...  |  Read More

Badyal, Aman
Aman Badyal

Badyal Law

Mr. Badyal counsels his clients through numerous forms of transactions and legal decisions including choice of entity,...  |  Read More

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