Tax Complexities in the Sale of Partnerships and LLCs
Navigating Character and Holding Period of Gain/Loss, Basis, Varying Interest Rule, Installment Sales, Capital Accounts
Note: CLE credit is not offered on this program
A live 110-minute CPE webinar with interactive Q&A
This course will provide accounting and tax professionals with a review of tax considerations involved with purchasing and selling a partnership or LLC interest. The panel will address the allocation of income gains and losses and discuss tax implications on both the buy and sell sides.
Outline
- Tax rules related to sales or transfers of LLCs or partnership interests
- General rule
- Section 751 "hot asset" rules
- Purchaser issues
- Liquidating distributions (redemptions of partnership interest)
- New state pass-through entity taxation considerations
- Special situations
- Mergers and consolidations
- Disguised sales of partnership interests
- Debt-for-equity exchanges and transfers
- IRC Section 1446(f) withholding on sales by foreign partners
- Tax issues: basis adjustment rules
- Section 754 election due to transfer or distribution
- Section 743(b) adjustments
- Section 734 (b) adjustments
Benefits
The panel will review these and other key points:
- Tax differences that result from choosing between the sale or redemption of a departing partner's interest
- Whether a sale or redemption of other partners will create a taxable event for 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 self-employment taxes
Faculty
Phillip W. Desalvo
Principal
KPMG
Mr. Desalvo is a Principal in KPMG’s National M&A Tax practice and is based in the firm’s Chicago... | Read More
Mr. Desalvo is a Principal in KPMG’s National M&A Tax practice and is based in the firm’s Chicago office, specializing in private equity mergers and acquisitions deal work, including partnership and corporate tax matters, structure consultation on public equity offerings, and general deal management. He is also a founder of KPMG’s Partnership Transactions Group, which focuses on tax and structuring consultation related to a variety of complex partnership transactions. Mr. Desalvo has experience working with leading private equity investment firms and their portfolio companies and assists his clients throughout all stages of transactions including acquisition structuring, execution, post-closing integration, and divestiture planning. His transaction execution experience includes evaluation of tax risk factors, availability of tax attributes (e.g., basis step-ups, net operating losses, tax credits, etc.), transaction structuring and exit planning, including umbrella partnership C corporation ("Up-C") and synthetic master limited partnership yield vehicles ("YieldCo") planning for initial public offerings.
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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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Nathan Massey
Senior Manager
KPMG
Mr. Massey is a Senior Manager, Mergers and Acquisitions at KPMG US.
| Read MoreMr. Massey is a Senior Manager, Mergers and Acquisitions at KPMG US.
CloseEarly Discount (through 07/18/25)
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CPE processing must be ordered prior to the event.
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Early Discount (through 07/18/25)
CPE credit is not available on downloads.
CPE On-Demand