Section 1202 for Pass-Through Entities: Partnership Investments in Qualifying Small Business Stock
Partnership Allocations, Holding Rules, S Corporation Conversions, Transfers to Disregarded Entities
Recording of a 110-minute CPE webinar with Q&A
This course will offer tax advisers and professionals a practical guide to the rules governing IRC Section 1202 qualified small business stock (QSBS) owned by pass-through entities. The webinar will detail the gain exclusion rules of Section 1202 and the types of business entities that qualify as QSBS companies, and discuss planning opportunities for investors to structure pass-through entities to hold QSBS stock. The panel will also offer guidance on the reporting requirements and partnership allocation rules involving QSBS stock.
Outline
- Tax treatment of QSBS under Section 1202
- Meeting the requirements for gain exclusion
- QSBS rollovers under Section 1045
- Pass-through entities acquiring QSBS at original issue
- Rules specific to pass-through entities holding Section 1202 stock
- Transfers of QSBS shares allowable to maintain Section 1202 tax deferral benefits
Benefits
The panel will discuss these and other relevant topics:
- What types of entities qualify--and do not qualify--for preferential treatment under Section 1202?
- What are the mechanics of the gain exclusion calculations upon the sale of Section 1202 stock?
- What are the rules and qualifications for the rollover deferral provisions under Section 1045?
- What are the requirements to achieve ordinary loss treatment on the disposition of QSBS under Section 1244?
- How can a pass-through entity benefit by holding QSBS stock?
Faculty
Bryan D. Keith
Managing Director
Andersen
Mr. Keith has more than 16 years of experience advising clients on corporate income tax issues, including acquisitions,... | Read More
Mr. Keith has more than 16 years of experience advising clients on corporate income tax issues, including acquisitions, dispositions, financings and corporate restructurings. He has experience in the preservation of tax net operating losses, S corporation matters and the treatment of transaction costs. Mr. Keith has written numerous articles in major tax publications on corporate tax issues.
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Joseph C. Mandarino
Partner
Smith Gambrell & Russell
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of... | Read More
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’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.
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Matthew E. Rappaport, Esq., LL.M.
Vice Managing Partner
Falcon Rappaport & Berkman
Mr. Rappaport chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation... | Read More
Mr. Rappaport chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. Mr. Rappaport also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise. He is known for his work on complex deals involving advanced tax considerations, such as Section 1031 Exchanges, the Qualified Opportunity Zone Program, Freeze Partnerships, Private Equity Mergers & Acquisitions, and Qualified Small Business Stock. Mr. Rappaport has served as a trusted advisor for prominent real estate funds, executives of multinational corporations, venture capitalists, successful startup businesses, ultra-high net worth families, and clients seeking creative solutions to seemingly intractable problems requiring tax-focused analysis.
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