Tax Issues in Sale of Partnership and LLC Interests: Structuring the Purchase Agreement, Negotiating Tax Provisions
Recording of a 90-minute premium CLE/CPE video webinar with Q&A
The CLE/CPE course will review the tax issues involved with structuring purchase agreements for partnership or LLC interests. The panel will address allocation of income gains and losses, allocation of the purchase price, payment terms in the purchase agreement, and the impact of current tax law and recent regulations, as well as discuss tax considerations from both the buy and sell sides.
- Asset vs. Equity Sale
- Amount of seller's gain or loss
- Character of seller's gain or loss
- Holding period issues
- State income tax
- Sales tax
- Real property transfer tax
- Real estate taxes
- COD on or after sale
- Suspended 704(d) losses
- Suspended 465 at risk losses
- 1231 loss versus capital loss
- 1231 gain versus capital gain
- 1231 unrecaptured loss on MFJ return
- Partnership with built in loss
- Centralized partnership audit regime
- Tax implications for buyer and seller
- Buyer's cost basis and the Section 754 election
- Installment reporting for selling partner
- Allocation of the purchase price
- When required
- Sample provision
- Structuring payment terms
- Rollover equity
- Compensatory amounts
The panel will review these and other crucial questions:
- How can counsel and tax advisers guide clients in evaluating the pros and cons of an asset sale vs. an entity sale?
- What are the tax issues to 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 interests?
Mike Baker, J.D., LLM
Baker Tax Law
Mr. Baker advises clients with respect to domestic tax matters and employee benefits and compensation. His clients... | Read More
Mr. Baker advises clients with respect to domestic tax matters and employee benefits and compensation. His clients include emerging companies, venture capital and private equity funds, and highly-compensated individuals.Close
Kuno S. Bell, CPA, J.D.
Mr. Bell's portfolio includes partnerships, limited liability corporations and sectors including nursing homes,... | Read More
Mr. Bell's portfolio includes partnerships, limited liability corporations and sectors including nursing homes, real estate, manufacturing and export sales.Close