CPA, EA, US Business Taxation – Formation of Corporation

This course is designed for tax professionals seeking a detailed and practical understanding of the U.S. tax rules governing the formation of corporations. Focusing on key provisions of the Internal Revenue Code (IRC), it provides clear guidance on how property transfers, liabilities, and services are treated for tax purposes during the incorporation process.

We begin with a foundational overview of IRC Section 351, which governs tax-deferred transfers of property in exchange for corporate stock. The course then explores complex areas, such as the impact of liabilities under Sections 357(b) and 357(c), and the tax treatment of stock issued in exchange for services rendered. Special emphasis is placed on identifying when tax consequences are triggered, and how to structure transactions to remain compliant.

In the latter part of the course, we turn to controlled groups and closely held corporations, discussing how their structure affects tax obligations, and reviewing relevant limitations, including passive activity and at-risk rules.

Through real-life examples, illustrative scenarios, and IRS-aligned interpretations, this course aims to equip you with both the technical knowledge and practical insight required for advising clients or managing corporate formations in a tax-compliant manner.

What You Will Learn:

• The tax implications of forming a corporation under IRC Section 351
• When a transfer of property qualifies as a tax-deferred transaction
• The effects of liabilities under IRC Section 357(b) and 357(c)
• Tax treatment of stock received in exchange for services
• Definitions and rules applicable to controlled groups
• Special considerations for closely held corporations, including limitations under at-risk and passive activity provisions
• Recognition of gain when additional property or cash is received during formation

Who Should Enroll:

• Tax professionals, enrolled agents, and CPAs seeking deeper knowledge of corporate formation rules
• CMA candidates and tax consultants working with business clients
• Legal and finance professionals who advise on entity structuring and compliance
• Students or practitioners preparing for advanced taxation exams or roles.