Page 103

131 STAT. 2155 PUBLIC LAW 115–97—DEC. 22, 2017 SEC. 13543. MODIFICATION OF TREATMENT OF S CORPORATION CONVERSIONS TO C CORPORATIONS. (a) ADJUSTMENTS ATTRIBUTABLE TO CONVERSION FROM S COR- PORATION TO C CORPORATION.—Section 481 is amended by adding at the end the following new subsection: ‘‘(d) ADJUSTMENTS ATTRIBUTABLE TO CONVERSION FROM S COR- PORATION TO C CORPORATION.— ‘‘(1) IN GENERAL.—In the case of an eligible terminated S corporation, any adjustment required by subsection (a)(2) which is attributable to such corporation’s revocation described in paragraph (2)(A)(ii) shall be taken into account ratably during the 6-taxable year period beginning with the year of change. ‘‘(2) ELIGIBLE TERMINATED S CORPORATION.—For purposes of this subsection, the term ‘eligible terminated S corporation’ means any C corporation— ‘‘(A) which— ‘‘(i) was an S corporation on the day before the date of the enactment of the Tax Cuts and Jobs Act, and ‘‘(ii) during the 2-year period beginning on the date of such enactment makes a revocation of its elec- tion under section 1362(a), and ‘‘(B) the owners of the stock of which, determined on the date such revocation is made, are the same owners (and in identical proportions) as on the date of such enact- ment.’’. (b) CASH DISTRIBUTIONS FOLLOWING POST-TERMINATION TRANSI- TION PERIOD FROM S CORPORATION STATUS.—Section 1371 is amended by adding at the end the following new subsection: ‘‘(f) CASH DISTRIBUTIONS FOLLOWING POST-TERMINATION TRANSITION PERIOD.—In the case of a distribution of money by an eligible terminated S corporation (as defined in section 481(d)) after the post-termination transition period, the accumulated adjust- ments account shall be allocated to such distribution, and the distribution shall be chargeable to accumulated earnings and profits, in the same ratio as the amount of such accumulated adjustments account bears to the amount of such accumulated earnings and profits.’’. PART VII—EMPLOYMENT Subpart A—Compensation SEC. 13601. MODIFICATION OF LIMITATION ON EXCESSIVE EMPLOYEE REMUNERATION. (a) REPEAL OF PERFORMANCE-BASED COMPENSATION AND COMMISSION EXCEPTIONS FOR LIMITATION ON EXCESSIVE EMPLOYEE REMUNERATION.— (1) IN GENERAL.—Paragraph (4) of section 162(m) is amended by striking subparagraphs (B) and (C) and by redesig- nating subparagraphs (D), (E), (F), and (G) as subparagraphs (B), (C), (D), and (E), respectively. (2) CONFORMING AMENDMENTS.— (A) Paragraphs (5)(E) and (6)(D) of section 162(m) are each amended by striking ‘‘subparagraphs (B), (C), and (D)’’ and inserting ‘‘subparagraph (B)’’. 26 USC 481. VerDate Sep 11 2014 10:09 Oct 18, 2018 Jkt 079139 PO 00097 Frm 00103 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL097.115 PUBL097 dkrause on DSKBC28HB2PROD with PUBLAWS