June 6, 2022


4 Total CPE Credits


Buying and Selling Corporate Businesses: Stock Sales

Learning Objectives

  • Determine tax and non-tax differences between a stock sale and an asset sale.
  • Identify possible benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration.
  • Recognize differences between selling the stock of a C corporation compared to an S corporation
  • Identify possible benefits of Section 1042, 1045 and 1202.
  • Recall S corporation tax planning opportunities related to suspended losses, installment sales and termination of S corporation status.
  • Recognize when a Qualified Subchapter S Subsidiary election (QSUB election) is beneficial.
  • Determine how a stock redemption could be used.

Major Topics

  • Stock sale vs asset sale
  • S Corp versus C corporation
  • Sale of Qualified Small Business Stock (IRC 1202 and 1045)
  • "Survival" of net operating losses and tax credit carryforwards
  • Planning regarding S corporation suspended losses
  • Section 338, 338(h)(10) or 336(e) elections
  • Qualified Subchapter S Subsidiary Election ( QSUB election)
  • S Corp election termination planning
  • Stock redemptions related to a stock sale

CPE Credits Available

Total CPE

Things to Know About This Course


An understanding of the taxation of individuals, corporations, S corps and partnerships.

Advanced Preparation


Intended Audience

CPAs and attorneys.


California Society of CPAs

This event has ended.