Tax Issues in Sale of Partnership and LLC Interests: Structuring the Purchase Agreement
Best Practices for Drafting and Negotiating Tax Provisions
Recording of a 90-minute CLE/CPE webinar with Q&A
The CLE/CPE webinar will review the tax issues involved with structuring purchase agreements for partnership or LLC interest. The panel will address allocation of income gains and losses, allocation of purchase price, payment terms in the purchase agreement, the impact of new tax law and discuss tax considerations from both the buy and sell side.
- Tax implications for buyer and seller
- Amount and character of seller’s gain or loss
- Buyer’s cost basis and the Section 754 election
- Installment reporting for selling partner
- Allocation of income and loss between buyer and seller (entire vs. partial interest, Section 706)
- Structuring the sale: asset vs. entity sale
- Allocation of purchase price in an asset sale
- Type of assets sold
- Section 751 hot assets
- Tax implications of the tax allocations
- Buyer vs. seller tax considerations
- Structuring payment terms
- Installment payment
- Balloon payment
- Covenants not to compete
- Consulting agreements
- Factors to consider under new tax law in negotiating and drafting purchase agreements
The panel will review these and other crucial questions:
- How can counsel guide clients in evaluating the pros and cons of an asset sale vs. an entity sale?
- What tax issues must counsel consider in allocating the purchase price?
- What are the tax implications in structuring payment terms and deferred payments in connection with the sale of a partnership interest?
- How does new tax law factor into negotiating and drafting purchase agreements for partnership and LLC interest?
Brian Keida, CPA
Tax Senior Manager
With more than thirteen years of public accounting experience, Mr. Keida’s industry focus has been serving... | Read More
With more than thirteen years of public accounting experience, Mr. Keida’s industry focus has been serving clients predominantly in the real estate and asset management industry. The clients primarily have been investment funds, real estate companies, home builders and developers, REIT’s, private equity and sovereign wealth funds. His technical focus is in the areas of partnership compliance and structuring with diverse investor profiles, revenue recognition for home builders, in-bound foreign investment in US real estate, REIT and corporate taxation.Close
Chad J. Resner, CPA, JD
Baker Tilly Virchow Krause
Mr. Resner, Firm Director with Baker Tilly Virchow Krause, LLP, joined the firm in 2016 and is a member of the... | Read More
Mr. Resner, Firm Director with Baker Tilly Virchow Krause, LLP, joined the firm in 2016 and is a member of the firm’s Construction and Real Estate team. He has over 16 years of experience in public accounting and one year experience working as the tax director for a publicly traded company engaged in the renewable energy business. Mr. Resner has significant experience with partnership taxation, section 1031 like-kind exchanges, and federal tax credits. He has been involved with structuring acquisitions and dispositions, and with tax planning for partnerships and individuals.Close
Brian K. Smithweck
Adams and Reese
Mr. Smithweck practices in the areas of corporate, partnership and limited liability company planning, estate planning,... | Read More
Mr. Smithweck practices in the areas of corporate, partnership and limited liability company planning, estate planning, probate, trusts and estates, mergers and acquisitions, tax planning and tax controversies. He represents businesses, individuals and families.Close