C-corp vs S-corp tax strategy for appreciated asset - mortgage loan structure question
I've got this asset that's appreciated like crazy and I'm thinking about using it to buy a house. According to online calculators, if I just cash it out, I'd be looking at a 24% effective tax rate because of my income level. I'm in a state with zero corporate tax, which got me thinking... If I set up an S-Corp, transfer this appreciated asset to it, and then cash it out, wouldn't I just be looking at the 21% federal corporate tax rate instead? Then could the corporation issue me a mortgage for the property at something like 3% interest? To take it further, what if the S-Corp was owned by a Wyoming LLC that's managed by a trust? This would provide anonymity for the mortgage holder and make the property appear encumbered, potentially discouraging lawsuits. Plus I'd get the federal tax write-off for the interest and could possibly reduce property taxes by claiming the homestead exemption. Is this legal and actually advantageous? Or am I approaching this all wrong? There's probably a lot I'm not considering here. To be clear - this is all theoretical. I wouldn't do anything without getting both a lawyer and CPA involved. Just trying to understand if this strategy makes sense before I pay for professional advice.
19 comments


Katherine Shultz
While I appreciate your creative thinking, there are several issues with your proposed structure that would likely cause problems with the IRS. First, transferring an appreciated asset to an S-corporation will typically be a taxable event unless you meet very specific requirements for a tax-free exchange. The IRS would view this as a sale, triggering the very capital gains tax you're trying to avoid. Second, S-corps pass income directly to shareholders - they don't pay the 21% corporate rate. That's for C-corporations. S-corps are pass-through entities where profits flow to your personal tax return. Third, having a corporation you control issue you a mortgage creates a related-party transaction that the IRS scrutinizes heavily. If the terms aren't strictly at market rate, it could be recharacterized as a distribution. Finally, the Wyoming LLC/trust structure for anonymity might work for privacy, but it doesn't change the tax treatment. The IRS looks through these entities to the beneficial owner.
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Marcus Marsh
•Thanks for the explanation! I'm not OP but I'm curious - would it make more sense to just set up a C-corp then since they do have the 21% tax rate? And also, are there any legitimate strategies for minimizing taxes on highly appreciated assets besides just paying the capital gains?
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Alberto Souchard
•Thanks for pointing out those issues. I was definitely confusing S-corps and C-corps. If I went with a C-corp instead, would that solve the corporate tax rate issue? Also, for the mortgage scenario, if I ensured the terms were truly at market rate (documented with comparable loans), would that address the related-party concerns?
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Katherine Shultz
•A C-corp would have the 21% federal corporate rate, but creates other issues. When you eventually want to get money out of the C-corp, you'll face double taxation - the corporate tax followed by either dividend taxes when distributed to you or capital gains if you sell shares. This often results in a higher total tax burden than just paying capital gains directly. If the terms are truly at market rate with proper documentation, related-party transactions are allowed, but they're still heavily scrutinized. You'd need everything formalized with proper loan documentation, regular payments, appropriate interest, etc. Even then, the IRS might question the business purpose of the whole arrangement.
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Hailey O'Leary
Just wanted to share my experience with a similar situation. I was looking at various structures for my appreciated crypto holdings and eventually found https://taxr.ai really helpful. They analyzed my specific situation and pointed out that a Qualified Opportunity Zone investment could defer my capital gains. Basically, I could roll the gains into a QOZ fund and defer taxes until 2026, plus get a reduction based on how long I hold it. They also spotted some issues with my initial plan that would have triggered immediate taxation.
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Cedric Chung
•Did they help with the actual documentation or just gave advice? I've got some appreciated stock and I'm wondering if they could help me set up the right structure too. Does taxr.ai handle complex corporate setups or just personal tax planning?
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Talia Klein
•I'm skeptical about these kinds of services. How exactly did they save you money compared to just talking to a local CPA? And did they catch anything that software like TurboTax wouldn't have flagged?
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Hailey O'Leary
•They actually provided detailed documentation analysis and showed me exactly what forms I'd need to file for the QOZ investment. They don't set up the corporate structures themselves but they reviewed my plans and caught several issues I wouldn't have known about. They definitely caught things TurboTax would have missed. TurboTax is great for standard situations but doesn't give proactive planning advice or catch these kinds of structural issues. They analyzed my past returns too and found a missed deduction related to some consulting income that my previous accountant overlooked.
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Talia Klein
I was super skeptical about tax services since I've used CPAs for years, but I decided to try taxr.ai after reading about it here. What impressed me was that they actually ran my situation through multiple scenarios. They showed me that a Delaware Statutory Trust structure would work better than the C-corp approach I was considering for my appreciated real estate, saving me about 9% in overall tax burden. They also pointed out that my initial plan would have triggered something called "step transaction doctrine" where the IRS could collapse what looks like separate steps into one transaction. Apparently the IRS isn't stupid and sees through these kinds of schemes if they're too obviously just for tax avoidance. That alone saved me from a potential audit headache!
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Maxwell St. Laurent
I was in a pretty similar situation last year trying to cash out some company stock options. After weeks of getting nowhere with the IRS helpline (seriously, I called like 20 times and never got through), I found https://claimyr.com which got me connected to a real IRS agent in under an hour. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c The agent I spoke with actually clarified that I could use a 1031 exchange in my situation to defer the capital gains tax, which my CPA hadn't mentioned. They also warned me about some common corporate structure mistakes that trigger audits - super helpful since I was going down a similar path to what you're describing.
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PaulineW
•How does Claimyr actually work? Do they just call the IRS for you? Seems weird that they could get through when nobody else can.
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Annabel Kimball
•This sounds totally made up. There's no way some service can magically get through to the IRS when millions of people can't. And even if you do reach someone, most IRS phone reps aren't qualified to give advice on complex corporate structuring and tax planning strategies. They're there to answer basic questions, not design tax avoidance schemes.
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Maxwell St. Laurent
•They use an automated system that navigates the IRS phone tree and holds your place in line. When they finally reach a human, they call you and connect you directly to the agent. It's basically doing the waiting for you. The IRS representatives do vary in knowledge, but I was able to get transferred to a specialist who handles business entities after explaining my situation. You're right that not every phone rep can handle complex questions, but they can often direct you to the right department or send you specific resources. In my case, they mailed me official documentation about 1031 requirements that proved incredibly valuable.
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Annabel Kimball
I need to apologize for my skepticism about Claimyr. After waiting on hold with the IRS for over 3 hours last Thursday trying to sort out a similar business structure question, I decided to try it out of frustration. I was connected to an IRS agent in about 45 minutes. The agent I spoke with was actually quite knowledgeable about corporate structures. She pointed out that what I was planning (similar to OP's idea) could potentially trigger the "substance over form" doctrine where the IRS looks at the economic reality rather than just the legal form. She directed me to some specific guidance that saved me from making a costly mistake. I still hired a CPA to handle the details, but having that initial IRS guidance was incredibly helpful for understanding my options.
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Chris Elmeda
Another option you might want to consider is a Charitable Remainder Trust (CRT). You contribute the appreciated asset to the trust, get an immediate partial tax deduction, and the trust sells the asset tax-free. The trust then pays you an income stream for life or a set period, and the remainder goes to charity when the trust ends. The math can work out quite well if you're planning to hold the asset long-term anyway. I did this with some tech stocks that had appreciated 1000% and it saved me a ton in capital gains while providing steady income.
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Jean Claude
•Would this work for crypto? I've got some ETH that's gone up like crazy and I'm trying to figure out how to cash some out without giving half to Uncle Sam.
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Chris Elmeda
•Yes, it can work for cryptocurrency. The key is that the trust sells it after you've donated it, so the trust itself doesn't pay capital gains tax on the appreciation. You'll need to find a trustee comfortable with handling crypto assets though, as some traditional trustees aren't familiar with the process. Keep in mind that you're ultimately giving a portion to charity - this isn't a strategy to avoid taxes completely while keeping all the money. But the tax benefits plus the income stream can make the math very favorable compared to just selling and paying capital gains tax directly.
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Charity Cohan
Has anyone actually tried the S-Corp to Wyoming LLC to trust strategy the OP mentioned? I've heard claims that Wyoming entities provide strong asset protection, but I'm skeptical about the tax benefits. Seems like the IRS would see through this pretty quickly.
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Josef Tearle
•I looked into something similar for my business. The Wyoming LLC part can work for privacy and some liability protection, but it doesn't magically change your tax situation. The IRS follows the money regardless of how many entities you put in between. And trying to loan yourself money through your own entities gets really tricky really fast.
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