Description

One of the major transactions CPA clients are faced with is the purchase or disposition of a business. To help tax professionals advise those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.

Instructor: Michael Frost, CPA

Target Audience

All practitioners who will be involved in the sale of a business

Course Objectives

Understand the CPA’s role in the beginning of the transaction and throughout the process

Identify the different tax consequences for various forms of acquired businesses

Identify the tax consequences for sellers of various forms of businesses, including the impact of the net investment income tax (NIIT) and the §199A pass-through deduction

Appreciate §338 and §338(h)(10) elections and the benefits of installment sales

Understand the impact of §§751, 743, 734, and 754 on the purchase or sale of a partnership

Subjects

An overview of the beginning of the process and documents for preliminary tax planning

Recognizing the need for due diligence in acquisitions, including checklists of important points

Deemed asset sales – §338 and §338(h)(10)

The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business

Allocating purchase price for tax advantage

Planning to avoid double taxation under the repeal of the General Utilities doctrine

Special problems and opportunities when an S corporation is the buyer or seller

Installment sale and interest issues

Avoiding tax pitfalls and recognizing tax planning opportunities

Unique issues in buying and selling LLC/partnership interests

Impact of the net investment income tax (NIIT) and the §199A pass-through deduction on the tax due on the sale of a pass-through entity

Individually owned goodwill

Prerequisites

A basic course in partnerships/LLCs; experience with C corporations