Mastering Tax Complexities in the Sale of Partnership and LLC Interests

Navigating Character and Holding Period of Gain/Loss, Basis, Varying Interest Rule, Installment Sales, Capital Accounts

A live 110-minute CPE webinar with interactive Q&A


Thursday, July 13, 2017
1:00pm-2:50pm EDT, 10:00am-11:50am PDT


This webinar will provide accounting and tax professionals with a review of tax considerations involved with the purchase and sale of a partnership or LLC interest. The panel will address allocation of income gains and losses and will discuss tax implications on both the buy and sell side.

Description

Tax treatment of sales of interests in LLCs and partnerships is difficult and confusing for the unprepared, but our panel of veteran tax advisers will offer their experiences and best practices for tax accountants to avoid the most costly mistakes.

Advisers are not fully prepared if they grasp only the top-level tax consequences for the seller of a partnership interest. Even experienced tax advisers are tripped up by certain key concepts that come into play: tax basis, holding periods, and character of gain or loss are some of the complex characteristics determined by different IRS rules.

Our panel will identify opportunities to minimize tax consequences in a disposition of an LLC or partnership interest. Selling an interest often requires consideration of profits or capital interests and whether an interest is subject to vesting.

Listen as our panel examines the complex tax rules for transferring LLC and partnership interests, discusses allocation of income gains and losses, and offers best practices for structuring transactions to obtain desired tax outcomes for the buyer and seller.

Outline

  1. Tax rules related to sales or transfers of LLCs or partnership interests
    1. General rule
    2. Section 751 “hot asset” rules
    3. Purchaser issues
    4. Liquidating distributions (redemptions of partnership interest)
    5. Net investment income tax—application to transfers of partnership interests
  2. Special situations
    1. Mergers and consolidations
    2. Disguised sales of partnership interests
    3. Debt-for-equity exchanges and transfers
  3. Tax issues—basis adjustment rules
    1. Section 754 election due to transfer or distribution
    2. Section 743(b) adjustments
    3. Section 734 (b) adjustments

Benefits

The panel will review these and other key points:

  • Tax differences that result from choosing between sale or redemption of a departing partner’s interest
  • Whether a sale or redemption of other partners will create a taxable event to the remaining owners
  • How to determine the character of gain or loss upon a transfer
  • Holding period and basis rules for transfers of partial interests
  • Planning techniques to navigate the ACA and self-employment taxes

Learning Objectives

Upon completing this webinar, you will be able to:

  • Identify the tax rules that pertain to the sale of partnership or LLC interests
  • Ascertain when the “hot asset” rules apply
  • Recognize when the disguised sale rules treat a transfer as a sale
  • Decide when the cancellation of debt (COD) results from a creditor taking a partnership interest
  • Determine what basis adjustments are required when a partnership interest is transferred

Faculty

Lynn E. Fowler, Partner
Kilpatrick Townsend & Stockton, Atlanta

Mr. Fowler's practice specializes in tax-efficient strategies for a variety of business entity formation, financing, operations and disposition transactions. He has worked with clients frequently on federal income tax credits, and taxable and tax-free M&A transactions.

Joseph C. Mandarino, Partner
Smith Gambrell & Russell, Atlanta

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics.


Registration per Person for Live Event

Additional lines for this conference can be purchased at 25% off. For orders of five or more lines, further discounts will apply and will be automatically reflected in the cart.

Live Webinar $147.00

Live Webinar & CPE Processing $182.00


CPE per Person on Live Event

Continuing Professional Education credit processing is available for an additional fee. CPE processing must be ordered prior to the event. To qualify for CPE you may not listen via the telephone.

This program is eligible for 2.0 CPE credits.

  • Field of Study: Taxes.
  • Level of Knowledge: Intermediate.
  • Advance Preparation: None.
  • Teaching Method: Seminar/Lecture.
  • Delivery Method: Group-Internet (via computer).
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of verification codes announced throughout the presentation.
  • Prerequisite: Three years+ business or other experience preparing complex tax forms and schedules. Specific knowledge and understanding of partnership and LLC structure and agreements, including tax basis, holding periods and character of gain or loss; familiarity with hot asset rules, liquidating distributions, the basis adjustment rules and sales or transfers of partner or LLC member interests.

NOTE: CPE credit processing for all attendees must be ordered by 2pm Eastern the day of the program to receive a Certificate of Attendance within 24 hours.


Recordings

CPE On-Demand

Includes video streaming of full program plus handouts (available within a week of the live webinar).

Strafford is a NASBA-approved CPE provider for On-Demand webinars.

This program is eligible for 2.0 CPE credits.

  • Field of Study: Taxes.
  • Level of Knowledge: Intermediate.
  • Advance Preparation: Printing and reviewing Program Outlines and materials.
  • Teaching Method: Seminar/Lecture.
  • Delivery Method: QAS Self-Study.
  • Prerequisite: Three years+ business or other experience preparing complex tax forms and schedules. Specific knowledge and understanding of partnership and LLC structure and agreements, including tax basis, holding periods and character of gain or loss; familiarity with hot asset rules, liquidating distributions, the basis adjustment rules and sales or transfers of partner or LLC member interests.

On-Demand Webinar & CPE Processing $182.00


Recorded Event

Includes full event recording plus handouts (available after live webinar).

Note: Self-study CPE and EA credits are not offered on recorded events.

Recorded Webinar Download $147.00
Available 48 hours after the live event

How does this work?

Recorded Audio Download (MP3) $147.00
Available 24 hours after the live event

How does this work?

DVD (Slide Presentation with Audio) $147.00 plus $9.45 S&H
Available ten business days after the live event

How does this work?


Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $194.00

Recorded Webinar Download Only $47.00 with Registration/Webinar Combo

Live Webinar & Audio Download $194.00

Recorded Audio Download (MP3) Only $47.00 with Registration/MP3 Combo

Live Webinar & DVD $194.00 plus $9.45 S&H

DVD (Slide Presentation with Audio) Only $47.00 with Registration/DVD Combo


NASBA CPE Sponsor

National Registry of CPE Sponsors

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

or call 1-800-926-7926

Can't Attend the Live Program?

CPE Credit

Strafford is a NASBA CPE sponsor and our live webinars qualify for CPE credits. They offer you a high quality, cost effective, and convenient CPE option, with no lost travel time or expenses.

or call 1-800-926-7926

EA Credit

Strafford is an IRS approved continuing education provider and this course is approved for 2 enrolled agent (EA) credit hours.

or call 1-800-926-7926

Customer Reviews

I appreciated the flow of the information offered and the ease at which I could follow the handouts.

Larry Bruck

WISS & Company

I liked the fact that there was more than one person presenting the material. It's nice to hear multiple perspectives.

Matt Bristow

Cover & Rossiter

I liked the concentration on specific issues and examples.

Edita Rimalovsky

Komisar Brady & Co.

I loved the tools and handouts. Every CPE class should offer these kind of tools.

Jackie Meyer

Sample and Bailey

Excellent seminar! It was efficient and the important topics were covered at just the right pace; no time was wasted covering information that the participants already knew.

Rhonda G. Williams, CPA

Barraclough & Associates

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.