After the reduction in the corporate tax rate under the Tax Cuts and Jobs Act, operating a business in corporate form has become more attractive and many taxpayers may opt to form corporations. This course covers the tax consequences of forming a corporation and operating in corporate form, including contribution of property to a corporation, the effects of the corporation assuming shareholder liabilities on contributed property, contribution of services in exchange for stock, and the tax effect of distributions to shareholders.
Publication Date: December 2020
Designed For
Tax practitioners at all levels who advise on the taxation of forming and operating corporations.
Topics Covered
- Tax consequences of contributing property to corporation, from shareholder and corporate perspective, including tax basis consequences
- The effect of liabilities on contributed property
- Requirement that shareholders have control immediately after exchange and consequence of contributing services in exchange for stock
- Tax consequences of distributions to shareholders, including difference between dividends and other distributions
Learning Objectives
- Describe the tax consequences of contributing property to corporation, from shareholder and corporate perspective, including tax basis consequences
- Recognize the effect of liabilities on contributed property
- Describe requirement that shareholders have control immediately after exchange and consequence of contributing services in exchange for stock
- Recognize and explain the consequences of distributions to shareholders, including difference between dividends and other distributions
- Identify the rules in which of the following IRC Sections attempt to ensure that the taxpayer's investment is continued in the corporate form
- Recognize which acts makes operating a business in corporate form more attractive under the new lower corporate rates
- Identify the general rule as it relates to corporate formation
- Describe correct statements regarding property
- Identify the new Corporate Tax Rate after passage of the TCJA
- Differentiate IRC Sections and how they apply
- Describe how the new lower corporate rates based on the TCJA make operating a business in corporate form
- Differentiate requirements outlined in IRC Section 351
Level
Basic
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
None
Advance Preparation
None
Instructor
Jennifer Kowal
Jennifer Kowal, JD, has been a tax professor and the director of the graduate tax program at Loyola Law School in Los Angeles since 2003. Loyola’s graduate tax program offers an LL.M. in Taxation for attorneys and a Master in Tax Law for non-lawyers. Professor Kowal teaches courses in advanced income taxation, income tax timing issues, corporate taxation, and tax research, among others. Prior to teaching at Loyola, Professor Kowal taught in the International Tax Program at Harvard Law School.
She also practiced law with the firms of Irell & Manella in Los Angeles and Ropes & Gray in Boston, advising clients on the taxation of various business transactions, including cross-border, partnership and corporate structures. Professor Kowal holds a BS in Accounting with distinction from the University of Kansas, and a JD from UCLA School of Law, where she was a member of the Order of the Coif.