Exiting an S corporation—whether through a stock sale, asset sale, redemption, or termination—creates significant tax consequences that can materially affect both shareholders and buyers. Strategic planning is essential to evaluate competing transaction structures, manage basis considerations, and minimize federal income tax exposure while preserving after-tax value. Advisors who understand how exit mechanics interact with Subchapter S rules are better positioned to guide clients through complex negotiations and compliance decisions.
This intermediate-level online course provides a comprehensive, practitioner-focused examination of exit strategies for S corporations. Mark Ribas explores the tax effects of selling S corporation stock versus selling corporate assets, the circumstances under which an IRC §338(h)(10) election allows stock sales to be treated as asset sales, and the consequences associated with installment sales and redemptions. The course also addresses S corporation qualification rules, events that may trigger termination, and the tax implications of an S corporation termination.
Designed for tax professionals advising closely held businesses and their owners, this program delivers practical guidance to help participants evaluate exit alternatives, structure transactions effectively, and confidently navigate the complex tax considerations surrounding S corporation exits.
Per the IRS Education Provider Standards this course must be COMPLETED by 12/31/2029 to receive credits. NOTE: Go to My Professional Profile in your CCH CPELink account settings to ensure your name, and PTIN number; matches your PTIN card
Publication Date: June 2026
Designed For
This course is designed for tax professionals who advise business owners on the sale, restructuring, or exit of S corporations.
Topics Covered
- S corporation shareholder stock and debt basis considerations
- Tax treatment of S corporation stock sales
- Tax consequences of S corporation asset sales
- IRC §338(h)(10) elections and planning considerations
- Installment sale rules applicable to S corporation exits
- Redemption of S corporation stock
- Eligibility requirements and qualification rules for S corporation status
- Events triggering S corporation termination and resulting tax effects
Learning Objectives
- Analyze the tax consequences of selling S corporation stock versus selling S corporation assets
- Evaluate when an IRC §338(h)(10) election may be advantageous in an S corporation transaction
- Apply shareholder stock and debt basis rules when planning S corporation exit strategies
- Identify events that may cause the termination of S corporation status and assess the related tax consequences
- Compare exit planning alternatives, including redemptions and installment sales, to determine optimal tax outcomes
Level
Intermediate
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
Basic understanding of the tax rules impacting individuals and pass-through entities
Advance Preparation
None
Instructor
Mark Ribas
Mark Ribas graduated from Fairmont State College in 1972 with a Bachelor of Science Degree in Accounting.
He was employed by the IRS for 38 years as an Internal Revenue Agent. As a Revenue Agent, Mark employed his skills in accounting to plan and conduct income tax examinations. During the last ten years of his employment with the IRS he was assigned to the Large Business and International Division, where he conducted examinations of large corporations and partnership tax returns.
Mark is a practicing CPA located in Bridgeport, WV. In addition to income tax preparation, he provides consulting services for tax professionals and businesses located throughout the Northeastern United States and has served as an Expert Witness on both civil and tax related matters.
He has also served as an adjunct professor of accounting for Fairmont State University for several years, as well as having presented federal income tax topics for Virginia Tech, Texas A&M and West Virginia University.
Mark currently is the President and CEO of Pennsylvania Tax Institutes, Inc. (PTI, Inc.) which delivers group-live and online federal income tax seminars throughout the states of Pennsylvania, New Jersey, Maryland, and Delaware. PTI is a member of the Land Grant University Tax Education Foundation.
He is also the President and owner of PennTax, Inc., which delivers specialized federal income tax seminars to CPA’s, Enrolled Agents, Attorneys, and other tax professionals.