Reset the structure — tax-free.
An F reorganization restructures an S-corporation into a cleaner holding-company form without triggering tax — often to prepare for a sale or investment. Reviewed first by Hull & Chandler, P.A.
A standard step in getting deal-ready.
A reorganization under Internal Revenue Code §368(a)(1)(F) — an “F reorg” — is a change in an existing corporation's identity, form, or place of organization. Done correctly it is tax-free, and it has become a common step in preparing an S-corporation for a transaction.
The typical structure places a new holding company over the existing business and converts the operating entity to an LLC, giving a buyer a clean, flexible target while preserving the seller's S-corporation benefits and enabling tax-efficient rollover equity. The sequence and documentation are exacting — small missteps can jeopardize both the tax-free treatment and the S election.
Precise steps, in the right order.
An F reorg is a defined sequence. Its benefits depend entirely on executing each step correctly.
New holding company
Forming the new parent that will sit above the existing business.
Entity conversion
Converting the operating company to a disregarded entity (often an LLC).
Preserving the S election
Structuring so the valuable S-corporation status is not lost.
Rollover equity
Enabling owners to roll over equity into the deal tax-efficiently.
Buyer-friendly target
Producing a clean, flexible entity a buyer can acquire.
Documentation & timing
Getting the paperwork and sequence exactly right.
Defined work for a defined purpose.
An F reorg is technical but bounded — ideal for a boutique that performs them routinely and coordinates with your deal team.
“Don’t pay extra for the name at the top of the bill.”
- AConfirm the fitWhether an F reorg is the right move for your transaction.
- BExecute the stepsCarry out the sequence so the tax treatment holds.
- CCoordinate with the dealLine the restructuring up with the sale or investment.
Talk to us about your matter.
Book a confidential consultation. Hull & Chandler, P.A. reviews every request first, and may offer to represent you directly when the work is within the firm's capabilities.
- 01A short intake to understand your matter and goals.
- 02Review by Hull & Chandler, P.A. to confirm the matter is a fit.
- 03Your consultation — in person, by phone, or by video.
Prefer to reach us directly? Email nmhull@lawyercarolina.com or call 704.375.8488.
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Get deal-ready with a clean structure.
If a sale or investment may be ahead, let's see whether an F reorganization fits — and route it to counsel who handle them.