2 min readApr 12, 2023

Tax Benefit of Mark-to-Market Distribution of Assets for C-Corporation, S-Corporation, and LLC

When it comes to business structures, C-corporations, S-corporations, and LLCs are all popular choices for entrepreneurs. Each structure has its own unique tax benefits and drawbacks, and understanding how to optimize these benefits is key to running a successful business. One tax strategy that can benefit all three types of businesses is mark-to-market distribution of […]

Yong Kwon
Yong Kwon
Author
Tax Benefit of Mark-to-Market Distribution of Assets for C-Corporation, S-Corporation, and LLC

When it comes to business structures, C-corporations, S-corporations, and LLCs are all popular choices for entrepreneurs. Each structure has its own unique tax benefits and drawbacks, and understanding how to optimize these benefits is key to running a successful business. One tax strategy that can benefit all three types of businesses is mark-to-market distribution of assets.

Mark-to-market distribution is a tax strategy that involves distributing assets at fair market value as opposed to their original cost. This can be particularly beneficial for businesses that have appreciated assets, such as stocks or real estate. By distributing these assets at their current value, businesses can avoid paying capital gains taxes on the appreciation.

For C-corporations, mark-to-market distribution can be particularly beneficial. This is because C-corporations are subject to double taxation, meaning they are taxed both at the corporate level and at the individual level when dividends are paid out to shareholders. By distributing assets at fair market value, C-corporations can reduce their taxable income and potentially avoid some of the double taxation.

S-corporations and LLCs, on the other hand, are pass-through entities, meaning their income is only taxed at the individual level. However, mark-to-market distribution can still be beneficial for these types of businesses. By distributing assets at fair market value, S-corporations and LLCs can reduce their taxable income and potentially lower their overall tax liability.

It is important to note that mark-to-market distribution can have some drawbacks as well. For example, if assets are distributed at a loss, businesses may not be able to deduct that loss on their taxes. Additionally, mark-to-market distribution can be complex and may require the assistance of a tax professional.

Overall, mark-to-market distribution can be a valuable tax strategy for C-corporations, S-corporations, and LLCs. By distributing assets at fair market value, businesses can potentially reduce their taxable income and lower their overall tax liability. However, it is important to weigh the potential benefits against any drawbacks and consult with a tax professional before implementing this strategy.

Middle Market M&A

Related Posts

Lower & Middle Market M&A in 2026: The New Playbook for Buyers, Sellers, and Advisors
1/25/2026

Lower & Middle Market M&A in 2026: The New Playbook for Buyers, Sellers, and Advisors

Lower and middle market M&A in 2026 is defined by disciplined pricing, creative deal structures, and a premium on operational readiness. With rates still a meaningful input to valuation and lenders favoring cash-flow durability, the most successful transactions are those that pair realistic expectations with strong quality-of-earnings, clear value-creation levers, and thoughtful risk allocation. This […]

Middle Market M&A_Common Pitfalls and Essential Strategies for Selling Your Business Successfully
4/13/2025

Middle Market M&A_Common Pitfalls and Essential Strategies for Selling Your Business Successfully

Selling your middle-market business can be a lucrative yet complex undertaking. This post explores common pitfalls including inadequate preparation, unrealistic valuations, disorganized financial records, excessive customer concentration, owner-dependency issues, unresolved tax/legal matters, weak negotiation positions, ineffective buyer screening, poor communication, absence of a solid transition plan, state/local tax exposure, and subpar accounting practices. We also provide practical strategies to proactively address these challenges, ensuring a smoother and more profitable sale process.

Valuation vs Purchase Price in Middle Market M&A: Navigating the Critical Differences
4/13/2025

Valuation vs Purchase Price in Middle Market M&A: Navigating the Critical Differences

Many middle-market business owners mistakenly equate valuation with purchase price, leading to confusion and disappointment during negotiations. This post clarifies the fundamental differences between these two critical figures, exploring how valuation methodologies are applied, why the final purchase price often diverges significantly from initial valuations, and strategies to bridge the gap and maximize value in transactions.

Subscribe to the Newsletter

Get the latest articles, insights and updates delivered straight to your inbox.