Jessica Marine, a Partner at Frost Law, brings over 18 years of dedicated experience in tax controversy. As a highly regarded tax specialist, Jessica delivers exceptional legal counsel to a diverse clientele, both domestically and internationally. Her comprehensive experience encompasses all phases of Federal and state tax controversies, including litigation, with particular experience in IRS collections and U.S. Tax Court proceedings.
Lorenzo Bivans
Director
Lorenzo Bivans serves as a Director at Frost Law, where he represents business owners in transactional matters and tax planning. He advises clients on mergers, acquisitions, dispositions, joint ventures, and the formation and restructuring of business entities, providing strategic guidance that integrates both legal and tax considerations.
Lorenzo Bivans
Director
Lorenzo Bivans serves as a Director at Frost Law, where he represents business owners in transactional matters and tax planning. He advises clients on mergers, acquisitions, dispositions, joint ventures, and the formation and restructuring of business entities, providing strategic guidance that integrates both legal and tax considerations.
About
Program Field of Study: Taxes | Federal Tax Law Topics/Federal Tax Related Matters
Program Level: Basic
Who Should Attend: Tax preparers, CPAs, Enrolled Agents, business owners, attorneys
Credits: 1 CPE | 1 CE
Advanced Preparation: None
Prerequisite: None
IRS Program Number: JWRXB-T-00045-26-O
Choosing how a business is taxed is a separate decision from choosing how it is formed, and the difference can impact tax bills, ownership flexibility, and liability protection for years. In this session, Frost Law attorneys Lorenzo Bivans and Jessica Marine explain how LLCs, state law partnerships, S corporations, and C corporations are classified and taxed at the federal level. They show how business owners can transition between classifications, and how state law can affect the decision making process. The session provides additional information on S corporations, including (i) who can own shares, (ii) how an LLC elects S corporation status, (iii) the single-class-of-stock rule, and (iv) reasonable compensation. Our session concludes with a review of recent developments from 2025–2026 legislation, regulation, and case law. Join us on November 12, 2026.
Agenda
Understand the fundamental tax differences among LLCs, partnerships, S corporations, and C corporations
Determine the cost of a second layer of tax: C corporation versus pass-through treatment
Discuss how an LLC chooses its tax identity through check-the-box elections (Forms 8832 and 2553)
Identify S corporation essentials, including eligible shareholders, the LLC route to S status, and the single-class-of-stock rule
Lean how to draft shareholders’ agreements and operating agreements to protect the election
Review reasonable compensation, payroll tax, and the latest self-employment tax cases
Evaluate changing classification: transition paths and traps such as built-in gains tax and §357(c)
Discuss state law considerations, including limited liability, professional entities, and recent federal developments, including the 2025 tax package, and qualified small business stock