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What is an F Reorganization?


Whether you are a buyer or a seller of a small business tax-efficiency should be at the forefront of your financial plan. Among the many options available to acquisition entrepreneurs, F reorganizations offer a blend of benefits for those considering the acquisition of S corporations.

This article will walk you through the what F reorganizations are, their advantages to both buyers and sellers, how they are done, and the foresight required to navigate potential pitfalls effectively.

What is an F Reorganization?

Named after Section 368(a)(1)(F) of the Internal Revenue Code, an F reorganization is characterized as a “mere change in identity, form, or place of organization of one corporation.” This allows a corporation to undergo a substantial transformation without incurring immediate tax liabilities. The process typically involves the establishment of a new corporation (Resulting Corporation). This then becomes the owner of the original corporation’s business operations. The original entity, now a disregarded entity, continues its existence maintaining its operational and tax history.

The Strategic Considerations of F Reorganizations

F reorganizations present unique benefits and considerations for both buyers and sellers in the acquisition process. Understanding these advantages and potential drawbacks is crucial for parties on both sides of the transaction.

Advantages to Buyers

  1. Stepped-up Basis in Assets: F reorganizations allow buyers to obtain a stepped-up basis in the acquired assets. This leads to significant tax depreciation benefits and future tax savings.
  2. Overcoming Ownership Restrictions: This strategy overcomes the limitations imposed by S corporation ownership rules, enabling entities that are otherwise ineligible, such as private equity firms, to acquire S corporation stock indirectly.
  3. Retention of EIN: Buyers benefit from the retention of the existing Employer Identification Number (EIN). The buyer can then avoid having to scramble to update things like payroll, bank accounts, and key contracts post closing.

Advantages to Sellers

  1. Tax-Efficient Rollover Equity: Sellers can defer any gain on their rollover equity, making the transaction more tax-efficient from their perspective.
  2. Simplifying Asset Transfers: By restructuring as a disregarded entity, sellers can simplify the transfer of contracts and other assets, avoiding the complexities of direct asset sales.
  3. Preservation of Corporate History: The original corporation’s EIN and tax history are preserved, maintaining the entity’s continuity and avoiding potential disruptions.

Disadvantages to Buyers

  1. Complexity and Cost: The process of executing an F reorganization can be complex and may involve significant legal and accounting costs.
  2. Due Diligence Requirements: Buyers must conduct thorough due diligence to ensure that the F reorganization has been properly executed and that the S corporation’s historical tax positions do not present hidden liabilities.

Disadvantages to Sellers

  1. Potential for Future Tax Liabilities: If not properly executed, sellers may face future tax liabilities. This is particularly true if the IRS challenges the structure of the reorganization.
  2. Operational Disruptions: The process of reorganization requires careful planning and execution, which can lead to operational disruptions during the transition period.

By carefully weighing these advantages and disadvantages to make sure an F Reorganization is right for you.

Executing an F Reorganization: A Step-by-Step Guide

Successfully executing an F reorganization requires following a series of well-defined steps. Here’s a simplified guide to navigating this process:

  1. Formation of a New Corporation: The shareholders of the existing S corporation establish a new corporation, intended to be the holding company (Resulting Corporation) of the business operations.

  2. Share Transfer: Shareholders transfer their shares of the original S corporation to the new corporation in exchange for equivalent shares in the Resulting Corporation. The original corporation then becomes a subsidiary of the Resulting Corporation.

  3. S Election and Disregarded Entity Status: The original corporation elects to be treated as a disregarded entity for tax purposes, simplifying the tax reporting and preserving the S corporation’s tax attributes.

  4. Conversion to LLC: The original corporation is then converted into a Limited Liability Company (LLC) under state law. It then becomes a disregarded entity for federal income tax purposes.

  5. Final Structuring: If necessary, further restructuring may occur to align with specific acquisition strategies. For example, rolling over equity for sellers or adjusting ownership stakes for buyers.

Each of these steps requires careful planning and timing to ensure compliance with tax laws and regulations. The process may be simple but there are lots of places for you to get yourself into trouble. This is why it is so important to make sure you’re utilizing a competent tax professional in your deal. 

Navigating Potential Pitfalls

While the strategic advantages of F reorganizations are clear, navigating the procedural intricacies and potential pitfalls is essential for a successful outcome. This section outlines common challenges and offers guidance to mitigate risks.

Compliance with State Laws

The conversion of the original corporation into an LLC, a critical step in the F reorganization process, requires adherence to state-specific laws. These laws vary significantly across jurisdictions, affecting the timeline and complexity of the conversion. Prior to initiating an F reorganization, it’s imperative to conduct a comprehensive review of the relevant state laws to ensure full compliance and to anticipate any potential obstacles.

Timing and Tax Compliance

The timing of various filings and elections plays a pivotal role in the success of an F reorganization. Specifically, the filing of Form 8869 to elect the status of a qualified subchapter S subsidiary. This has to occur before the conversion to an LLC. Failure to comply with these timing requirements can result in unintended tax consequences, undermining the benefits of the reorganization. Close coordination with tax professionals is crucial to navigate these complexities and to ensure that all procedural steps are executed within the required timeframes.

Engaging with professionals who specialize in corporate acquisitions and tax law can provide valuable insights and guidance throughout the process.


F reorganizations offer a unique opportunity for acquisition entrepreneurs to acquire S corporations with maximum tax efficiency and strategic flexibility. By understanding the benefits, executing properly entrepreneurs can leverage F reorganizations to their benefit.

The importance of professional guidance when doing a F reorganization cannot be overstated. Reach out to a professional at Midwest CPA to see how we can help advise you on the process. 

Contact us today to learn how we can support your financial due diligence needs and help you make confident investment decisions.



The content contained in this blog post is intended for general informational purposes only and is not meant to constitute legal, tax, accounting, or investment advice. You should consult a qualified legal or tax professional regarding your specific situation.

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