Selling an S-Corp? How Buyers Structure the Deal to Save Taxes

F-Reorganization, 338(h)(10) Elections & Equity Rollovers Explained. In this episode, we discuss what an F-reorganization is and why it is used when the Seller is an S Corporation, and the buyer is an S Corporation or an LLC. The 338(h)(10), a hybrid half-stock, half-asset sale, is used in conjunction with an F-reorganization of an S Corporation when the Seller is an S corporation and the buyer is an S corporation or an LLC. This allows the buyer to purchase a portion or all of the Seller's corporation while the Seller retains a portion of the company for a future equity event. I walk through the steps that are needed (at a high level) to complete the F-reorganization.