WebA section 338(h)(10) election is made jointly by P and the selling con-solidated group (or the selling affiliate or the S corporation shareholders) on Form 8023 in accordance with the in-structions to the form. S corporation shareholders who do not sell their stock must also consent to the elec-tion. The section 338(h)(10) election Web31 Oct 2016 · 8. S-Corp 8 Steps 1.Buyer purchases at least 80% of S-Target’s shares for cash. 2.Buyer and all S-Target shareholders jointly make a Sec. 338 (h) (10) election, whereby S-Target is treated as selling its assets to New Target in exchange for consideration that includes the discharge of its liabilities.
Earn-out Provision: The Hidden Tax Trap in a Sale of an S …
Web1 Jun 2024 · 338(g) election: Same as (1) above. 338(h)(10) election: N/A (6) Foreign corporation sells foreign sub to a U.S. corporation. 338(g) election: If the target was not a CFC, the deemed asset sale cannot produce Subpart F income and GILTI; if it was a CFC, those income items would not be taxable except to the target’s U.S. shareholder. … WebBuyers tend to prefer 338(h)(10) elections more than sellers do, since it is the buyer that benefits from the step up in cost basis and the ability to depreciate and amortize. … i love my niece and nephews
Earn-out Provision: The Hidden Tax Trap in a Sale of an S Corporation …
Web5 Aug 2010 · Section 338(h)(10) Election Section 338(h)(10) Election – Basic Requirements Qualified Stock Purchase àAcquiring must be a corporation (can be newly formed but not … WebSection 338(h)(10) Internal Revenue Code Section . 338(h)(10) (the “Section 338 election”) provides a particu-lar federal income tax advan-tage in transactions involving the sale of S corporation equi-ty when compared to the sale of the C corporation equity. The Section 338 election allows the buyer that acquires . the S corporation equity (but Web8 Feb 2024 · State-level pass-through entity tax (PTET) regimes offer structuring opportunities in M&A transactions involving S corporation targets. ... Section 368(a)(1)(F) (commonly known as an F Reorganization). Under the first alternative (an election under Section 338(h)(10) or Section 336(e)), the sale of the stock of the S corporation is treated … i love my pdf editor online free