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

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.
CloseEarly Discount (through 07/11/25)
CPE credit processing is available for an additional fee of $39.
CPE processing must be ordered prior to the event.
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NASBA details.
Cannot Attend August 6?
Early Discount (through 07/11/25)
CPE credit is not available on downloads.
CPE On-Demand