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All Forum Posts by: Tom Small

Tom Small has started 1 posts and replied 3 times.

Got it Thanks :-)  Have a great weekend!

Eamonn,  

Thank you for your timely reply.   I appreciate your insights and will look further into this.  

By Chance, although there is an S-corp structure of Articles of Incorporation, bylaws, share designation to my brother and I, would the S-Corp structure have any bearing on the land being sold since the land is not part of the S-corp? Or, is the land part of the S-Corp? Are the Bylaws irrelevant since there is no land associated with the company?  


I am trying to gain a better understanding of the questions I should be asking a CPA or Attorney...

My brother and I are 50/50 owners/shareholders/board of directors in a c-Corp which holds a 120 acre of an operating farm land in Illinois.The farm was my fathers in before he passed, he had his attorney and CPA move the property into a C Corp. where it has been for the past 10 years.My brother and I have decided to sell the property and have come into several issues that were never completed by the attorney and CPA.
The first issue is the instructions were to put it into a C Corp. and then move it into an s Corp which we were both unaware of but the notes in the CPA and attorney‘s file reflect this. The CPA and the attorney have since passed away.
We are familiar of the double taxation in the c Corp and we can move into an escort but then we will not be able to sell it for five years due to the IRS “look back” Process and if we do we would then be assessed Secord’s taxes after the five years we would be taxed as an S Corp.
The question is, in reviewing the documents and inquiring with the county which the farm is actually in, the deed that is on file is the quick claim deed from my father’s trust to both my brother and I. During the original set up, the deed should’ve been moved out of my brothers name and my name into the C Corp. and Name. However, this also was never done, so the land that we would like to sell is technically deeded to my brother and myself. And not the C Corp.

Is this a loophole that we can go through to avoid the corporate C Corp. taxing thT would occur if we would sell the farm today, or move to a Corp and sell after 5 years.
How do we go about selling the land that is still seeded to my brother and I and was never seeded to the c Corp?