Breaking Up with Your S-Corp Part 2

Breaking Up with Your S-Corp Part 2

Update: 2025-11-12
Share

Description

Jeremy wraps up his two-part series on S corporation terminations by diving into what happens after an election ends, whether intentional or inadvertent. He explains the IRS's relief procedures for common mistakes like violating the one-class-of-stock rule, the crucial five-year waiting period before re-electing, and why a terminated S corp doesn't just revert back to an LLC but becomes a C corporation instead. The discussion includes real tax court cases and the specific steps needed to clean up termination issues before the IRS discovers them.

  • (00:00 ) - Introduction and Recap of Part One

  • (01:40 ) - Three Ways to Terminate an S Election

  • (03:30 ) - Administrative Dissolutions at the State Level

  • (08:00 ) - What Happens After S Election Termination

  • (13:10 ) - Inadvertent Terminations Explained

  • (17:00 ) - The One Class of Stock Rule

  • (21:30 ) - Maggard v. Commissioner Tax Court Case

  • (26:20 ) - Profit Interests and Phantom Equity Problems

  • (29:40 ) - IRS Relief for Inadvertent Terminations

  • (34:30 ) - Revenue Procedure 2022-19

  • (39:20 ) - Missing S Election Acceptance Letters

  • (42:00 ) - Filing the Wrong Return Type

  • (44:10 ) - Six Areas of Relief Without a PLR

  • (47:10 ) - Short Year Returns and Pro Rata Allocation

  • (51:30 ) - The Five-Year Rule Explained

  • (54:20 ) - Reverting from C Corp Back to LLC Status

  • (56:50 ) - Final Thoughts and Episode Wrap-Up


Connect with Jeremy
https://www.linkedin.com/in/jwellstax
https://www.steadfastbookkeeping.com

Subscribe on YouTube
https://www.youtube.com/@TaxinAction

Earn CPE for Listening to This Podcast
https://www.earmark.app/

This podcast is a production of Earmark Media

Comments 
00:00
00:00
x

0.5x

0.8x

1.0x

1.25x

1.5x

2.0x

3.0x

Sleep Timer

Off

End of Episode

5 Minutes

10 Minutes

15 Minutes

30 Minutes

45 Minutes

60 Minutes

120 Minutes

Breaking Up with Your S-Corp Part 2

Breaking Up with Your S-Corp Part 2

Jeremy Wells, EA, CPA