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Built In Cap Gains: Converting C Corp to S Corp

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Built In Cap Gains: Converting C Corp to S Corp
Date: December 8th 2:00 - 4:00pm ET
IRS Program #: X9QQU-T-00799-21-S/O
CE: 2
Speaker: Marcus Dyer, EA

Avoiding the Pitfalls of Built-in Capital Gains Tax (converting from C to S Corporations)

This topic is the subject of an IRS audit campaign
Converting from C corporation to S corporation status can benefit many companies from tax and operation standpoints. C corporation owners can convert their company to an S corporation without triggering an immediately taxable transaction in most cases. However, several potential tax traps can arise in a conversion if not properly planned. One of the most frequent and costly tax implications of a C-to-S conversion is the built-in-gains (BIG) tax of Internal Revenue Code Section 1374.

Taxable BIG occurs when an S corporation sells or distributes certain specified assets within five years after its conversion date from C corporation status, or when a converted S corporation acquires assets with a carry-over basis from a predecessor C corporation. Because the BIG tax is imposed at the top tax rate for corporations, tax advisers should look closely at asset planning before completing the S corporation conversion. This course provides guidance on how tax practitioners can help their clients avoid the pitfalls of BIG tax.

After completing this course attendees will be able to:

  • Recognize when the built-in gain tax could apply.
  • Learn how to Calculate the built-in gain tax
  • Understand the importance of valuation analysis of corporate assets subject to BIG tax
  • Identify tax planning techniques to minimize or eliminate the built-in gain tax.

Continuing Education
This course qualifies for IRS Continuing Education Hours. NAEA reports IRS CE on a monthly basis. If you have not received your CE Hours in your IRS PTIN Account by the end of the month after receiving the certificate, please contact NAEA at

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To request a refund, contact the NAEA education team via email at An NAEA education team member will review the request for refund. If the refund request has been approved, the refund will be refunded on the same method of purchase. Live Webinars, also offered On-Demand Webinars will not be refunded.


  • Marcus Dyer, EA

    As co-leader of Tax Controversy for WithumSmith+Brown, Marcus concentrates his practice in handling all aspects of federal and state tax controversies, including civil tax examinations, appeals and collections matters.
    A Certified Public Accountant, Marcus has over 10 years of experience in providing tax advisory and compliance services to businesses and individuals. In the field of law, he has handled numerous commercial and tax disputes before State courts, Federal District Court and the United States Tax Court.
    In the business transactions context, Marcus has years of experience in drafting and negotiating the terms of a wide array of transactions including, but not limited to, buy/sell agreements, reorganizations, swap agreements and indentures.
    The author of articles that have appeared in numerous professional publications, Marcus frequently writes and presents professional education programs on various tax topics.

December 8, 2021
Wed 2:00 PM EST

Duration 2H 0M

This live web event has ended.