Law Commons^™

The Closely Held Corporation: Its Capital Structure And The Federal Tax Laws, William J. Rands

West Virginia Law Review

The labyrinthine provisions of the Internal Revenue Code make a decision on whether or not to incorporate a closely-held business astoundingly complex. To decide properly, one must understand the terms "C corporations," "S corporations," a partner's "distributive share," and a host of other cryptic concepts.' Even those initiated into the inner sanctums of Subchapters C2, K3 and S4 must advise their clients that their counsel.is based on the enterprise's projected revenues and expenses, estimates that may prove to be far off the mark. Moreover, changes in the Internal Revenue Code have been so constant that no one can feel confident …