LLC and Partnership Purchases: Entity Interests vs. Asset Sales, Basis Adjustments, Elections, Tax Reporting
Note: CLE credit is not offered on this program
A live 110-minute CPE webinar with interactive Q&A
This course will provide partnership tax advisers with practical guidance on the tax ramifications of structuring the sale of a partnership or LLC entity as an asset sale vs. a sale of partnership interests. The panel will detail basis adjustments and available elections, describe the reporting and advisory challenges for seller and buyer, and discuss the impact of the partnership audit regulations on planning a partnership purchase.
Outline
- Seller's considerations in negotiating the transaction
- Buyer's considerations in negotiating the transaction
- Impact of the IRS partnership audit regulations
- Tax reporting issues and basis adjustment elections
- Section 754 election due to transfer or distribution
- Section 743(b) adjustments
- Section 734(a) adjustments
Benefits
The panel will discuss these and other relevant topics:
- New IRS partnership audit rules and effect on a buyer’s strategy in purchasing a partnership interest or assets
- When an entity sale would benefit a purchaser
- Determining the character of gain or loss upon a transfer
- Holding period and basis rules for transfers of partial interests
- Allocating purchase price
Faculty
Matthew E. Foreman, Esq., LL.M.
Partner, Co-Chair Taxation Practice Group
Falcon Rappaport & Berkman
Mr. Foreman co-chairs FRB’s Taxation Practice Group and advises businesses on the tax effects of a variety of... | Read More
Mr. Foreman co-chairs FRB’s Taxation Practice Group and advises businesses on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He designs and implements tax-efficient structures for U.S.-based businesses to expand abroad and invest in foreign joint ventures. Mr. Foreman drafts tax memoranda and opinions on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business stock, and various state pass-through entity taxes. He defends clients from audits from the IRS and various state tax agencies, including appealing audit determinations. Mr. Foreman advises clients on a variety of tax issues related to cryptocurrencies, including initial coin offerings (ICOs), taxability of staking and air drops, and the imposition of Sales and Use taxes on the issuance of non-fungible tokens (NFTs). He drafts tax portions of Operating and Shareholder Agreements for businesses in different industries. Mr. Foreman has extensive experience in a variety of SALT issues, especially New York State residency audits and state Sales and Use tax nexus issues post-Wayfair.
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Michelle S. Kabel, Esq.
Attorney
Falcon Rappaport & Berkman
Ms. Kabel is an associate attorney in FRB’s Taxation, Private Client, and Emerging Technologies Groups.... | Read More
Ms. Kabel is an associate attorney in FRB’s Taxation, Private Client, and Emerging Technologies Groups. Her tax planning practice focuses on taxation as it relates to Section 1031 and 1033 exchanges, Qualified Opportunity Zone investments, digital assets, corporate and partnership reorganizations, wealth transfer among families, and private equity fund formation. Ms. Kabel's tax controversy practice includes representing clients before the Internal Revenue Service, the New York State Department of Taxation and Finance, and the New York City Department of Finance; matters include disputes related to income, franchise, and real property transfer taxes.
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Mario Amaya-Lainez, CPA
Director
Citrin Cooperman
Mr. Amaya-Lainez specializes in partnership taxation with a primary focus on partnership restructurings, such as... | Read More
Mr. Amaya-Lainez specializes in partnership taxation with a primary focus on partnership restructurings, such as partnership mergers and acquisitions, partnership incorporations, and leveraged buy-outs. In addition, he has extensive experience serving clients that conduct business operations through partnerships, including tracking and maintaining partnership capital accounts, yearly income allocations, and assisting with estimates of tax distributions. Throughout his career, Mr. Amaya-Lainez has served clients in a wide array of industries, including healthcare, private equity, hedge funds, manufacturing, government contracting, and real estate. He is a frequent author and lecturer on partnership taxation.
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Early Discount (through 05/30/25)
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CPE On-Demand