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Product ID: 408719EAU
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Choice of Entity: Tax and Non-Tax Considerations

OnDemand Webinar (90 minutes)

Gain a better understanding of the various considerations that go into making a choice of entity decision.There are a number of entity forms that are available when a business or investment enterprise is started. Many lawyers, accountants, and business people fall back on a form that they have used in the past or is recommended to them by someone who is not familiar with of the variables associated with the different forms of business. Unfortunately, it is often the case that the recognition that a poor choice has been made only occurs after the error can't be corrected or can only be corrected at a significant cost in time, money, and effort. This topic will help anyone who is responsible for establishing a business or investing in it to understand the factors that they should be considering in making entity choices, including the benefits and detriments of the different forms of doing business or holding investments. Failure to consider these issues may result in significant additional costs, including taxes, exposure to lawsuits and administrative costs.


Leo N. Hitt, Reed Smith LLP


Overview of Corporate Governance Issues

• Fiduciary Duties of Care and Loyalty

• Judicial Scrutiny

• Ability to Modify

Choice of Entity

• Entity Options

• Choice Factors

• C Corporation Issues

Organizing a Corporation and Basics of C Corporation Taxation

• Section 351

• Shares for Services and Intangible Assets

• Buying and Selling Corporate Stock, Including Section 1244 and 1202

S Corporation Basics

• Eligibility and Election

• S Corporation Subsidiaries

• Special Issues - Big Tax, Section 338(H)(1), Reorganizations

Organizing a LLC and Basics of LLC Taxation

• Check the Box Election

• Flexibility in Allocations

• Profits Interests

Compensation and Section 83

• General Rule

• Substantial Risk of Forfeiture and Non-Transferable

• Section 83(B) Election

Corporate Formalities

• Why Comply With Them?

• What Are They?