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State Taxation on the Sale of Pass-Through Entity Interests

Sourcing Issues, Tiered Entities, Apportionment vs. Allocation, Residents vs. Nonresidents, Circumventing the SALT CAP

Note: CLE credit is not offered on this program

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

This program is included with the Strafford CPE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
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Friday, May 17, 2024

1:00pm-2:50pm EDT, 10:00am-11:50am PDT

(Alert: Event date has changed from 5/16/2024!)

Early Registration Discount Deadline, Friday, April 19, 2024

or call 1-800-926-7926

This webinar will explain the issues practitioners encounter when reporting and taxing the sale of an interest held in a pass-through entity (PTE). Our panel of SALT veterans will discuss how types of owners, residency, and various state approaches (or lack thereof) impact these calculations, including examples of taxation in specific states.


Determining how and if the 50 states and D.C. tax income is difficult enough. SALT professionals are responsible for matching income from the sale of PTEs into existing, nonexisting, and vague state criteria.

Most states separate income into business (apportionment) and non-business (allocable) income categories. However, even states that use these classifications differ in their definitions of business and non-business income. Add to this problem the fact that owners of these entities may be residents or nonresidents, individuals or entities, or even more problematic, tiered entities.

A new consideration is the prospect of paying tax on the sale at the entity level. Many states have adopted entity-level taxes to circumvent the SALT cap. Paying tax at the entity level on these sales could significantly reduce the tax burden for these entities' owners.

Listen as our panel of SALT experts discusses the standard methods states employ to tax the sale of partnership and S corporation interests. They will discuss determining nexus, sourcing issues, and asset sales vs. stock sales, as well as how the new ability to pay tax at the entity level in many states impacts state taxation of the sale of PTEs.



  1. Flow-through entities
  2. Determining nexus
  3. Determining state taxable income
  4. Specific sourcing issues
    1. Gain on sales of interests
    2. Classification as an asset sale
    3. Sales of intangibles
    4. Other issues
  5. Other entity-level taxes
  6. Circumventing SALT cap


The panel will review these and other critical issues:

  • How asset sales and stock sales treatment differs among states
  • How residency impacts state reporting of disposition income
  • How ownership type (individual, entity, tiered entity) affects state taxation of PTEs


Arasu, Elil
Elil Shunmugavel Arasu

Managing Director, GWDC SALT Practice Leader

Ms. Arasu has more than 15 years of state tax consulting experience within a public accounting environment and...  |  Read More

Spengler, Richard
Richard W. Spengler, CPA

Managing Director - Multi State Tax Consulting

Mr. Spengler's main area of focus is state income and franchise taxes with significant experience in the design and...  |  Read More

Attend on May 17

Early Discount (through 04/19/24)

CPE credit processing is available for an additional fee of $39.
CPE processing must be ordered prior to the event. See NASBA details.

Cannot Attend May 17?

Early Discount (through 04/19/24)

CPE credit is not available on downloads.

CPE On-Demand

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