Taxation of Cross-Entity Mergers and Conversions

Navigating Complex IRS Rules to Merge or Convert LLCs, S Corps and C Corps

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

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Conducted on Wednesday, February 29, 2012

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Course Materials

This teleconference will provide tax counsel with an examination of federal income tax consequences of merging or converting LLCs and partnerships. The panel will provide best practices for entity selection that anticipates long-term business strategies and to structure mergers and acquisitions to optimize tax benefits.


With the proliferation of various business forms —corporations, S Corps, LLCs and other pass-through entities—practitioners face increased incidence of inter-species combinations, and substantial tax consequences can arise from these mergers and conversions.

Merging an LLC with a corporation introduces tax consequences that are not as simple as a “check the box” election. Partnerships conversions to LLCs and vice versa are generally not a taxable event as long as certain requirements are met.

A properly structured conversion of a partnership into an LLC can be accomplished tax-free. Unlike a partnership conversion, however, a corporate conversion to an LLC or partnership is usually a taxable transaction with one or two levels of tax depending on whether it is a C or S corporation.

Listen as our authoritative panel of tax counsel guides you through the mergers and conversions of different business forms and discusses entity- and owner-level tax treatments.



  1. Corporate law mechanisms for cross-entity conversions
  2. LLC and partnership mergers and combinations
  3. LLC merger or conversion into corporation
  4. Corporation merger or conversion into LLC or partnership


The panel will review these and other key questions:

  • Why must the tax consequences of cross-entity mergers or conversions be considered at the entity formation stage?
  • What unique tax issues arise in merging LLCs and corporations?
  • Is it possible to convert corporations to LLCs without triggering adverse tax consequences?

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


Jed A. Roher
Jed A. Roher

Godfrey & Kahn

He concentrates his practice on federal corporate and partnership tax law and assists clients with a variety of tax...  |  Read More

Douglas J. Patch
Douglas J. Patch

Godfrey & Kahn

He focuses his practice on the tax and corporate law aspects of complex business transactions. Representative...  |  Read More

Alexander W. Hansch
Alexander W. Hansch

Godfrey & Kahn

His practice focuses on mergers, acquisitions, and general corporate matters. He represents a broad range of clients,...  |  Read More

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