S Corp to C Corp Conversion: Benefits and Considerations

Tax law changes in recent years provided an opportunity for business owners to reassess the current tax structure of their entities. Depending on your specific circumstances and overall goals, converting from an S corporation (S corp) to a C corporation (C corp) could be a worthwhile tax strategy.

There are several factors for forest product companies to consider, and this decision should be made after consultation with your tax provider.

Following are some potential benefits and setbacks that come with both S corps and C corps, and the conversion process between the two.

What Are the Benefits of an S Corp?

Below is a brief overview of some tax benefits that come with an S corp.

Offset Income Taxes

Business earnings flow through to your personal tax return and are subject to a single level of tax at individual tax rates.

Assuming qualifications are met, the income that’s ultimately taxed should be reduced by the 20% Qualified Business Income (QBI) deduction.

If you experience a tax loss from the entity, you can generally use it to offset other forms of income on your personal tax return.

Preferential Tax Rates

Additionally, components of your corporation’s income are eligible for preferential tax rates. In the forest products industry, this preferential rate would apply to:

  • Section 631(a) timber capital gains
  • Section 1231 gains on the sale of equipment or timberland
  • Interest Charge Domestic International Sales Corporation (IC-DISC) qualified dividend treatment related to the sales of wood byproducts and lumber to foreign customers

Reduced Personal Liability

Beyond the tax results, your S corp could shield you from personal liability related to any business liability.

You’re also able to limit complexity, to a degree, amongst different shareholders, with the requirement that all earnings, distributions, and contributions be allocated or incurred on a pro rata basis based on ownership percentages.

Tax-Free Distributions

Additionally, provided sufficient tax basis and positive Accumulated Adjustments Account (AAA), you’re able to distribute money from the corporation in a tax-free manner.

Your stock basis in the corporation increases to the extent of undistributed earnings, which will be of value to you should you decide to sell your company in the future.

What Are the Impacts of a C Corp Conversion?

As a C corp, some of the benefits described above would no longer apply.

Taxes Can’t Be Offset

Since C corps pay their own tax at the entity level, any losses won’t be available to offset other items of income the shareholders might have.

Ineligible for QBI Deduction

C corp income doesn’t qualify for the QBI deduction.

Negates Preferential Tax Rates

The tax rate in a C corp applies to all items of income, which negates the benefit of preferential tax rates on items associated with the forest products industry.

Distributions Are Taxed

If a C corp accumulates earnings, distributions shareholders require won’t be tax free.

Distributions out of a C corp are taxed as dividends to the shareholders, which creates a double tax environment. C corp earnings are taxed and after-tax dollars in the C corp are taxed again when they’re distributed.

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What Are the Benefits of a C Corp?

The loss of these S corp advantages don’t go unanswered. After the passing of tax law in 2017, commonly referred to as the Tax Cuts and Jobs Act (TCJA), the C corp tax rate reduced to 21%—in comparison to the top individual rate of 37% (or 29.6% if the taxpayer receives the full benefit of the QBI deduction).

C corp can also deduct all state taxes, whereas state taxes paid by individuals related to S corp earnings are capped at $10,000 on their itemized deductions unless earnings are from states that allow the S corp to take a deduction, which requires an election and not all states have this opportunity.

C corps can also have unlimited owners with no restrictions on the types of owners allowed. This can make raising capital easier.

Does an S Corp to C Corp Conversion Make Sense?

Given the above high-level description of the conversion, a deeper dive explanation follows.

Capital Gain Treatment

Whether you own fee timber or have logging contracts with various parties, you most likely took advantage of the timber capital gains treatment afforded under Section 631(a).

Section 631(a)

Section 631(a) is a powerful tax strategy that converts what would otherwise be ordinary income into Section 1231 gains that result in preferential tax rate treatment.

In many cases, the magnitude of the Section 631(a) gain can convert all your income to capital gain income, with little impact to your day-to-day operations. As a C corp, this benefit wouldn’t exist as all income would be taxed at the C corp rates.

Note that once you make a Section 631(a) election, the calculation must be determined annually, regardless of benefit to the taxpayer. Unless the election can be revoked after conversion, a C corp would still need to determine its Section 631(a) gain, despite receiving little to no tax benefit.


If your company runs a sawmill, you might have been taking advantage of another ordinary income to preferential tax rate conversion strategy using an IC-DISC.

To the extent that you sold chips or finished goods such as lumber or plywood to foreign customers, either directly or indirectly, an IC-DISC has been able to help you convert ordinary income into qualified dividends. As a C corp, the tax rate benefit from the use of an IC-DISC would also be negated.

As an example, $1 million of S corp ordinary income would result in federal tax of $296,000—the highest individual rate after QBI benefit. This same income taxed as a capital gain, from Section 631(a), or qualified dividend, from IC-DISC, results in tax of $200,000. This is a permanent tax savings of $96,000.

In contrast, as a C corp, all income regardless of character would be taxed at 21%, resulting in a federal tax of $210,000.

The magnitude and proportion of your income able to be converted to preferential rates is an important factor in whether a S corp to C corp conversion makes sense.


As mentioned previously, S corp shareholders can receive distributions from the company tax free. Distributions are also required to be pro rata in the S corp environment.

To the extent that your company distributed funds that shareholders are accustomed to receiving and possibly rely upon in their personal situations, converting to a C corp could impact a company’s ability and incentive to continue distributing funds, as these distributions would no longer be tax free.

Cash flow needs of the shareholders should also be considered when determining whether a conversion makes sense.

Exit Strategy

Understanding your exit strategy and the long-term goals of the company are essential to determining if a conversion makes sense.

As an S corp, every dollar of earnings increases your stock basis, and every dollar of loss or distribution, decreases your stock basis. These adjustments accumulate over the life of the S corp and are extremely important when considering a sale of the company.

In simplified terms, you’ll compare the amount you sell the company to your stock basis to assess your tax gain on the sale. The closer your stock basis is to the sale price, the lower the gain, the more dollars stay in your pocket after considering taxes.

Conversely, once you switch to a C corp, your stock basis is essentially frozen at the time of conversion. All the earnings from the point of conversion to the time of sale don’t impact your stock basis.

At the time of sale, you’ll most likely have a much larger tax gain. In some cases, the entirety of tax savings experienced from switching to a C corp can be completely undone at time of sale.

Other Considerations

Since the decision to convert to a C corp should be considered from multiple angles, there are several other items that should be addressed in detail with your tax provider, such as:

  • Estate planning and wealth transfer plans may need to be reassessed given new corporate structure
  • Conversion to C corp comes with a five-year restriction before converting back to an S corp, with some exceptions
  • Tax planning around the strategic use of post-termination time period to distribute S corp earnings
  • Last-in, first-out (LIFO) inventory and other gain deferral recognition upon conversion back to S corp
  • Complexities with determining historical earnings and profits (E&P) if the entity was a C corp before initially converting to S corp
  • The impact of conversion on current Qualified Subchapter S Subsidiaries (QSubs) and ramifications to overall tax reporting
  • The necessity for a tax provision analysis for financial statement presentation purposes
  • The impact of future law changes

We’re Here to Help

For guidance on whether changing your corporate structure is right for your specific circumstances and goals, contact your Moss Adams professional.

You can also visit our Tax Planning page or Forest Products Practice for additional resources.

Contact Us with Questions

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