A general practice estate planning attorney handles wills, trusts, powers of attorney, and healthcare directives. For a Georgia business owner with an LLC or S-Corp, that scope creates a gap. The documents get drafted. The business-specific elections — the QSST or ESBT election that keeps your S-Corp from losing its tax status, the buy-sell structure that Connelly v. United States (2024) changed — do not get addressed.
What a General Practice Estate Planning Attorney Covers
A general practice estate planning attorney prepares wills, revocable living trusts, durable powers of attorney, healthcare directives, and beneficiary designation reviews. For a Georgia resident who earns a salary, owns a home, and has investment accounts, that scope addresses the full estate plan.
For a Georgia business owner, the personal plan and the business plan are two different things. The personal plan transfers your assets. The business plan transfers management authority, addresses entity-specific tax elections, and coordinates three documents that must work together: the operating agreement, the buy-sell agreement, and the trust.
A general practice attorney who does not routinely handle operating agreement succession provisions, S-Corp trust elections, or buy-sell agreement tax structure is not equipped to handle the business-specific pieces — regardless of how thorough they are on the personal side. This is a scope issue, not a competence issue. The question to ask before hiring is not “Are you a good estate planning attorney?” It is “How many business succession plans have you completed in the last 12 months, and have you filed QSST or ESBT elections?”
For a full overview of what a complete business estate plan requires, see Best Estate Planning for Business Owners in Georgia.
The S-Corp Trust Election Window
Under IRC § 1361, an S-Corporation cannot have just any trust as a shareholder. Only specific trust structures qualify: grantor trusts during the owner’s lifetime, Qualified Subchapter S Trusts (QSSTs), and Electing Small Business Trusts (ESBTs), among others.
When an S-Corp owner dies and shares pass to a trust, that trust must file a formal election to maintain S-Corp status. There are two elections and two separate failure points:
A QSST election (IRC § 1361(d)(2)) is filed by the beneficiary. The trust must have a single income beneficiary who receives all trust income annually.
An ESBT election (IRC § 1361(e)(3)) is filed by the trustee. ESBTs are more flexible — they can have multiple beneficiaries — but the trustee must act.
Both elections must be filed within two months and 16 days of the trust receiving the stock. Miss that window and the S election terminates. The S-Corp becomes a C-Corp, subject to double taxation. The conversion is not automatic — recovery requires a formal corrective procedure under Rev. Proc. 2013-30, which must be filed within 3 years and 75 days of the desired effective date. Beyond that window, a private letter ruling is required.
A general practice estate planning attorney who drafts the trust and the pour-over will but does not review S-Corp ownership rules may not know to flag this deadline. The trust gets funded. The S election terminates. The correction, if caught, requires a formal IRS procedure. If not caught, the business loses its pass-through tax status permanently.
This is one of several estate planning mistakes Georgia business owners make when using an attorney without business succession experience. For the full list, see Common Mistakes Georgia Business Owners Make With Estate Planning. For a full comparison of when to use a Family LLC versus an Irrevocable Trust to hold S-Corp shares, see Family LLC vs. Irrevocable Trust for Business Succession in Georgia.
The Connelly Buy-Sell Structure Mistake
Most buy-sell agreements drafted before June 2024 used an entity redemption structure: the company owns a life insurance policy on each owner, collects the proceeds at death, and uses them to buy back the deceased owner’s shares.
The Supreme Court’s unanimous ruling in Connelly v. United States, 144 S. Ct. 1406 (June 6, 2024), changed the estate-tax treatment of that structure. The Court held that life insurance proceeds received by a corporation to redeem a deceased shareholder’s stock are a corporate asset included in the company’s fair market value for estate tax purposes. The redemption obligation does not offset those proceeds.
In Connelly itself, the IRS added $3 million in insurance proceeds to Crown C Supply’s valuation, increasing the deceased shareholder’s share value from $3 million to $5.3 million and generating $889,914 in additional estate taxes.
The structural alternative is a cross-purchase agreement: surviving owners hold policies on each other personally. The proceeds go to the surviving owners, not the company, so they never enter the business’s balance sheet and do not inflate estate-tax value.
A general practice attorney who drafted your buy-sell agreement before June 2024 may not have reviewed it for Connelly compliance. Any redemption buy-sell funded by corporate-owned life insurance should be reviewed now. For a full breakdown of the cross-purchase vs. entity redemption decision, see Cross-Purchase vs. Entity Redemption Buy-Sell Agreement in Georgia. For the common buy-sell problems beyond structure, see Problems With Buy-Sell Agreements in Georgia.
Operating Agreement Succession Provisions in Georgia
Under Georgia LLC law, when a member dies, the estate’s legal representative becomes an assignee only — economic rights, no management authority. The operating agreement controls who receives management authority at death.
A revocable living trust can hold an LLC membership interest and allow a successor trustee to step in without probate. But the trust alone does not grant that authority. The operating agreement must be amended to grant the successor trustee management rights. A trust that holds an LLC interest without a corresponding operating agreement amendment leaves the trustee able to receive distributions — and nothing else.
A general practice attorney who drafts the trust and the pour-over will does not routinely review the operating agreement. The result: a funded trust that cannot act as a manager. The business still has an authority gap at death, even though all the estate planning documents exist. The specific structural problems created by this coordination failure are covered in Problems With Business Succession Plans in Georgia.
How to Verify a Business Succession Attorney’s Credentials in Georgia
Georgia has no state-administered certified specialist designation for business succession or estate planning attorneys. The ABA Standing Committee on Specialization confirms no such program exists in Georgia. There is no title to look for on a law firm’s website that signals business succession expertise the way “board certified” does in states with specialty certification programs.
LL.M. in taxation. A Master of Laws in taxation is a graduate-level degree covering IRC § 1361 trust election mechanics, estate tax, and entity-level tax planning. It is not required to practice estate planning, but it signals that the attorney has studied the specific tax rules that govern S-Corp succession.
ACTEC Fellowship. The American College of Trust and Estate Counsel is a peer-reviewed national organization. Fellowship requires demonstrated experience and peer nomination. Not every qualified business succession attorney is an ACTEC Fellow, but it is a verifiable credential that directory listings cannot manufacture.
AV Preeminent rating. Martindale-Hubbell’s highest peer rating for legal ability and ethical standards. It signals peer recognition, not business succession specialization specifically — but it is verifiable.
Direct experience verification. Ask: “Have you filed QSST or ESBT elections for S-Corp shareholders?” If the attorney needs to look up what those are, that answers the question. Ask how many business succession plans they completed in the last 12 months and whether those plans included operating agreement reviews and buy-sell agreement analysis.
At The Hive Law, a complete business succession plan — trust, operating agreement amendment, and buy-sell agreement — is a flat fee of $8,000 to $10,000. See How Much Does Estate Planning Cost for a Business Owner in Georgia for a full pricing breakdown.
Five Questions to Ask Before You Hire
These five questions test business succession competence directly. The answers reveal scope of practice without relying on marketing claims.
1
Have you filed QSST or ESBT elections before?
This tests S-Corp trust election knowledge directly. An attorney who handles business succession plans regularly answers immediately. An attorney who needs to look it up has not filed these elections before — and may not flag the two-month-and-16-day deadline when your shares pass to a trust.
2
Has any buy-sell agreement you drafted been reviewed for Connelly compliance?
The Supreme Court’s June 2024 ruling changed the estate-tax treatment of redemption buy-sell agreements. An attorney actively working in this area knows the ruling. If they are unfamiliar with Connelly v. United States, every redemption buy-sell they have drafted since the ruling may be operating under a rejected assumption.
3
Will you review the operating agreement?
A business succession plan requires coordination between the trust and the operating agreement. An attorney who drafts the trust without reviewing the operating agreement is leaving a management authority gap. The answer should be yes — and it should be included in the scope of the engagement, not quoted as a separate add-on after the trust is signed.
4
Do you work with a CPA on business estate plans?
S-Corp trust elections and post-Connelly buy-sell restructuring involve tax analysis that intersects with an owner’s annual return, entity elections, and compensation structure. An attorney who acknowledges that coordination and has an active CPA relationship is more likely to catch tax-level issues than one who works in isolation.
5
What is the flat fee for a complete business succession plan?
An attorney who handles this work regularly quotes a flat fee before the engagement begins. Hourly billing on a business succession plan — which involves operating agreement review, buy-sell analysis, S-Corp trust eligibility review, and trust drafting — produces unpredictable invoices. Ask for a flat fee and get it in writing before signing.
For the complete picture of what a business succession plan should include for a Georgia business owner, see Business Succession Planning in Georgia.
