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Only tax consequences is there is BIG - built-in-gain retained by the S-corporation.
In this case - distribution of assets to shareholders is treated as the sale - and built-in gain is realized on the corporate level.
Otherwise - there is no difference. Distributions to shareholders would be treated as sale price of corporate shares (and that includes prior retained earnings from C-corporation) - so shareholders will calculate a gain or loss depending on their basis in corporate shares.
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