S Corp sale or gift

[cpabsd]

I have two clients that want to turn ownership of S corps over to children.  

First scenario - Dad owns the business 100% but son has always run business.  Dad wants to turn business ownership over to son.  We have a value of the company.  Minimal assets, minimal debt and basis is close to zero.  What items should be taken into consideration in structuring this transaction?  

Second scenario - Dad owns the business 100%.  Son has become much more involved recently.  As parents transition to retirement, they want to turn business ownership over to son.  No estate tax issues here but no value of company either.  Minimal assets, no debt.  Once again, what items needs taken into consideration?  They want to transfer of ownership to be effective 1/1/19 with little to no tax consequences.  

Thanks for helping me navigate both these transactions!!

[Lee B]

Without any numbers its like shooting.shooting in the dark. The problem is with companies like these,  the profit/cash flow stream along with any intangibles

are usually the most valuable assets. Therefore an appraisal becomes almost mandatory.  In my state of Oregon like Minnesota, the Estate Tax kicks in

when a valuation exceeds $ 1,000,000 so it's a whole different ball game.