S corps. and Rev. Rul. 2008-18 F reorganizations

In this podcast episode, a collaboration between the JofA and the Tax Section Odyssey podcasts, Tony Nitti, CPA, partner—National Tax at EY, joins April Walker, CPA, CGMA, lead manager—Tax Practice & Ethics at AICPA & CIMA, from ENGAGE 2023.

 

The main topic of their discussion is Rev. Rul. 2008-18, delving into S corporation reorganizations.

 

Related resources

 

Rev. Rul. 2008-18 — Postulates two situations in which an S corporation becomes a qualified subchapter S subsidiary (QSub) of a newly formed corporation that will qualify as an F reorganization. The ruling also provides new guidance on the proper employer identification number (EIN) to be used by the entities in each situation.

Private equity and F reorganizations involving S corporations — The Tax Adviser, Sept. 1, 2020

6 reasons an S corporation wouldn’t need a PLR | Tax Section Odyssey —  Rev. Proc. 2022-19 provides procedures to allow S corporations and their shareholders to resolve frequently encountered issues without requesting a PLR.

What you’ll learn from this episode:

·         How S corp. buyers can protect themselves against the risk of invalid S elections.

·         An overview of Rev. Rul. 2008-18 and a hypothetical example of its applicability.

·         A review of Rev. Proc. 2022-19 and fixes to invalid S elections.

·         The extra step when an S corp. owns 100% of a qualified Subchapter S subsidiary.