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Tax Court Allows S Corp To Use Lower Value Than Sale Price To Calculate Built In Capital Gains Tax

An S Corporation was allowed to use a lower figure, rather than the sale price, when calculating the tax on built-in gains for the sale of a partnership interest.  The built-in gains tax is a tax on an S corporation’s gain on disposition of an asset where the gain was accrued while the S corporation was a C corporation.  In the first year after conversion from C corporation status to S corporation status, the taxpayer sold a partnership interest for $5.2 million.  The taxpayer reported the fair-market-value (FMV) of the partnership interest at $2.6 million, based on a valuation performed prior to the sale.  The Tax Court found the sale must be taken into account in the valuation.  The Tax Court reasoned the buyer was willing to pay a premium to avoid the exercise of rights of first refusal of the other partners.  The Tax Court held the FMV to be $3.7 million.

Editor’s Comment

This case illustrates the importance of using a qualified business valuator.  The valuator in this situation saved the taxpayer from paying taxes on $1.5 million.  In addition, the case shows how the built-in gains tax can be a concern when converting from a C corporation to an S corporation.  Other tax traps and problems can arise when converting from one entity to another, so guidance from The Center’s professionals is always advisable.

By: Basi & Basi at the Center for Financial, Legal and Tax Planning for Transworld M&A Advisors