Corporate Exit Transactions: Asset Sales, Stock Sales, and Liquidations

This course is a practice-focused, four-module program on the three ways a C corporation and its owners actually exit a business: a taxable sale of the corporation’s assets, a taxable sale of the corporation’s stock, and a corporate liquidation. It goes beyond a general overview of gain and loss recognition to build the practical skills a preparer needs at the desk: allocating a purchase price among asset classes under the residual method, determining when a stock sale can be recharacterized as an asset sale through a Section 338 or Section 336(e) election, applying the general recognition rule for a liquidating corporation alongside the nonrecognition exception for an 80%-or-more-owned subsidiary, and advising a client on how the choice between these structures shifts the actual tax cost between buyer and seller.

This course assumes general familiarity with C corporation taxation and individual federal income tax preparation. Course content is grounded in IRC Sections 336, 337, 338, 331, 332, 334, 453, and 1060; the current Instructions for Form 8594 and Form 8883; and current Treasury regulations under those sections. Where a transaction structure changes which party bears the tax cost — a single level of tax versus a corporate-level tax layered on top of a shareholder-level tax — the course states the distinction explicitly rather than treating every exit transaction as economically interchangeable.