old scorp new shareholder?

Technical topics regarding tax preparation.
#1
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Their is a business (scorp) where the owner passed away last year, and left all his shares to his son and widow. The son is young and inexperienced, the widow doesnt want to be in the business, and there is a long time employee who would like to step in and work with the son, buying out the widow's 50%. In this case im representing the employee.
All the parties are very interested in making this work and coming to me for ideas, I guess my main concern is recommending something to my client is liable to be in his best interest but not so much the son/widow. On the bright side (possibly for my client)the widow is concerned about not driving up her income, so she wants to be paid over time for the stock.
The son is going to end up owning all the real property himself, not sure his plans there, whether he offers 1/2 ownership to my client as an incentive or he wants to rent it all to the business himself. Just trying to come up with some good ways to structure this so its good for my client but doesnt kill the deal or drive a wedge. The business has a long track record and I dont see why it wouldnt be successful moving forward if managed properly.
I think im leary of the buy in from my clients point of view, isnt he putting himself on the hook for any type of past issues? Is it better to start a fresh entity and let them work out how the widow gets paid, etc on their own outside of the deal? thoughts?
 

#2
Nilodop  
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Tongue in cheek, expect gatortaxguy to promote 338(h)(10) with installment treatment. :|
 

#3
JR1  
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*waiting with popcorn*
Go Blackhawks! Go Pack Go!
Remembering our son, Ben Jan 22, 1992 to Aug 26, 2011.
For FB'ers: https://www.facebook.com/groups/BenRoberts/
 

#4
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wow so while i was waiting on answers i read up on the 338 election. It sounds like it could fix some of my clients issues with basis, although i guess he would have to form a corp to execute the buy from what I read. The 338 would benefit the seller although after i thought about it, the seller got a step up in the stock basis when they inherited so they should be ok.

I still need to get a game plan on some best case scenarios going forward......since gain isnt an issue with the step up for the sellers, maybe close out the scorp and distribute the assets to the 2 shareholders then let them sell 1/2 interest to my client and roll it all into a new entity? No gain for them and he has basis, plus new depreciation expense for the assets and a clean slate with a new business so no lurking liabilities for my client?
yes?
no?
im an idiot?
 

#5
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Yep. This is another situation crying out for a creative solution which can save a lot of taxes. Unknown liabilities are not much of a problem because each seller would be receiving a long-term note. Control need not be shifted up front. It's primarily a matter of adjusting compensation to get the intended results.
Steve
 


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