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C-Corp. Conversions Not Attractive To All Pass-Throughs

Publisher: Law360
May 3, 2018

Stephen Ziobrowski was quoted in an article, “C-Corp. Conversions Not Attractive To All Pass-Throughs,” published by Law360. The article focuses on the risks involved with a business converting from a pass-through entity to a C corporation in light of the recent tax reform. “Incorporation is like marriage — easy to get into, hard to get out of,” Ziobrowski told Law360. “Once you incorporate, you’re pretty well stuck, because if you want to change your form after that, you’re treated as if you’ve sold all your assets for fair market value. So you have to pay tax to continue owning the assets you already own.”

As noted in the article, practitioners do not anticipate a large number of pass-through businesses converting to C corporation status. With all the risks involved and the benefits currently afforded to pass-throughs, Ziobrowski said the only thing that could prompt a mass conversion is Congress somehow guaranteeing a lower corporate tax rate, at least for existing businesses. “It’s a huge change,” he said, adding, “You don’t go back on this one.”

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