Avoiding Built-In Gains Tax When You Convert to S Corp

Audio version available here (2 min. 5 sec.)

Many business owners make the decision to convert their company to an S corporation primarily for its favorable tax position, since S corporations are not subject to the C corporation’s “double taxation”. However, during the first five years of an S conversion, if you were operating as a C corporation prior to the conversion, there is risk that your business could trigger the built-in gains tax.

Built-in gains (BIG) tax is a situation where you must pay double taxes. First, the business is taxed at 21%. Second, the remaining 79% flows through the owner and is subject to individual income tax. A BIG tax can be triggered at any point during the first five years you operate as an S corporation. To avoid triggering the tax during this time, there are several strategies you can consider.

During the first five years, the easiest way to begin avoiding the BIG tax is by not selling your business. However, this is not the only thing you need to do, because even if you do not sell the business, any remaining corporate goodwill (excess value) from the conversion will trigger the BIG tax anyway. To avoid this, you need to get an appraisal and prove any goodwill assets are personally owned by you and not the business.

Once you eliminate the goodwill trigger, you need to assess the business’s other assets, like real estate. If a building you own appreciated prior to the S conversion, and you sell it in the first five years, the BIG tax will be triggered. You can reduce the taxable amount by getting a valid appraisal from an IRS-approved appraiser. You may need to shop around different appraisers to prove the asset’s reduced value.

Another way to turn a built-in gain into a built-in loss is to issue yourself accrued reasonable compensation from the previous 5 years prior to the S conversion. The payout must happen within the first 2 ½ months your business is an S corp. In order to execute this properly, you need to assess what is reasonable compensation for your role in the business. To determine reasonable compensation, check out Chapter 6 of our tax planning guidebook.

While S corporations do have a much more favorable tax situation when compared to C corps, there are several rules you must follow to avoid additional tax burdens. Careful planning must be conducted with a tax professional if you are considering converting your business to an S corp. At XQ CPA, we’d be happy to guide you in planning and executing your S conversion. Give us a call or schedule a consultation online to get started.

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Sources:

https://bradfordtaxinstitute.com/Content/Convert-C-to-S-Corp.aspx