Tax Issues in Transferring LLC and Partnership Interests

Navigating the Complex IRS Rules for Buying, Selling or Redeeming Partnership Interests

Recording of a 90-minute CLE/CPE webinar with Q&A


Conducted on Thursday, March 2, 2017
Recorded event now available


This CLE/CPE webinar will provide tax counsel and advisers with an overview of the tax rules that apply to the sale or transfer of an LLC or partnership interest. The panel will discuss common pitfalls and uncertainties in the tax code and outline best practices to structure transactions.

Description

For the unwary and unprepared, tax treatment of LLCs and partnerships is fraught with confusion and problems. Ownership interests in these entities are often compared to corporate shares, but there are many important distinctions. Tax basis, holding periods, and character of gain or loss are some of the characteristics determined by different rules.

Evaluating the tax consequences of a sale or disposition of an LLC or partnership interest often requires consideration of whether the interest being transferred is a profits interest or a capital interest, whether an interest is subject to vesting, and the character and holding period of the assets held by the partnership. To avoid unfavorable tax consequences, tax counsel must know how to evaluate tax treatment of LLC and partnership interest transfers.

Listen as our panel of experienced tax attorneys examines the complex tax rules for transferring LLC and partnership interests and best practices for structuring transactions to obtain desired tax outcomes.

Outline

  1. Tax rules related to sales or transfers of LLCs or partnership interests
  2. Common issues and uncertainty related to the tax code
  3. Best practices

Benefits

The panel will review these and other key issues:

  • What tax differences result from choosing between a sale or redemption of a departing partner’s interest?
  • Will a sale or redemption of other partners create a taxable event to the remaining owners?
  • How is character of gain or loss determined upon a transfer?
  • What are the holding period and basis rules for transfers of partial interests?
  • What is the impact of the Net Investment Income Tax?

Learning Objectives

After completing this course, you will be able to:

  • Recognize the tax rules that apply to the sale or transfer of an LLC or partnership interest
  • Discern common pitfalls and uncertainties in the tax code
  • Identify issues that may lead to unfavorable tax treatment
  • Determine best practices to structure transactions to achieve intended tax consequences

Faculty

L. Andrew Immerman, Partner
Alston & Bird, Atlanta

Mr. Immerman concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He has helped structure many sophisticated partnership and limited liability company transactions and has represented the target or the acquirer in numerous corporate mergers and acquisitions.

Joseph C. Mandarino, Partner
Smith Gambrell & Russell, Atlanta

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 writes and speaks extensively on a wide range of business, tax and finance topics.

Amanda Wilson, Partner
Lowndes Drosdick Doster Kantor & Reed, Orlando, Fla.

Ms. Wilson concentrates her practice on federal tax planning and structuring and represents clients in a wide variety of complex federal tax matters, with a particular emphasis on pass-through entities such as partnerships, S corporations and real estate investment trusts. Specifically, she focuses on advising clients on the formation, operation, acquisition and restructuring of pass-through entities.


EA Credit

Enrolled Agent credit processing is available for an additional fee per person.

EA Processing $5.00


Recordings

CLE On-Demand - Streaming Video

Note: Self-study CPE and EA credits are not offered on this On-Demand webinar.

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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Recorded Event

Includes full event recording plus handouts.

Note: Self-study CPE and EA credits are not offered on recorded events.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00

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Recorded Audio Download (MP3) $297.00

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DVD (Slide Presentation with Audio) $297.00 plus $9.45 S&H

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Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

Program Materials

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Program Materials

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CLE Credits By State

See CLE State Map >

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CPE Credit

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Customer Reviews

I liked that the speakers' explanations of the materials were easy to follow.

Ross Cohen

Greenebaum, Doll & McDonald

The seminar was given in a very user friendly presentation format.

Danielle Burns

Duane Morris

Concise and accurate presentation. Handouts very informative.

William Moran

Shire Canada

Very clearly presented and very practical advice.

Winthrop Rutherfurd, Jr.

White & Case

I was pleased with the in-depth, comprehensive coverage of a fairly narrow but important set of issues.

Patricia L. Chapman

Gleaves Swearingen

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Tax Law Advisory Board

Patrick Derdenger

Tax Partner

Steptoe & Johnson

Edward Froelich

Of Counsel

Morrison & Foerster

Daniel L. Gottfried

Partner

Hinckley Allen

J. Leigh Griffith

Partner and Practice Group Leader - Tax

Waller Lansden Dortch & Davis

Mark Lange

Partner

Holland & Knight

Lori Mathison

Partner, Cross-Border Transactions Tax

Fraser Milner Casgrain

Christian McBurney

Federal Tax Partner

Nixon Peabody

Suzanne Ross McDowell

Partner, Tax-Exempt Organizations

Steptoe & Johnson

Todd Reinstein

Partner, Corporate Tax and Due Diligence

Pepper Hamilton

Alex Sadler

Partner

Ivins, Phillips & Barker

Susan Seabrook

Partner

Bingham McCutchen

Peter Stathopoulos

Managing Director, State and Local Tax Practice

Bennett Thrasher

Eric Tresh

Partner & Co-Chair, State & Local Tax Practice

Sutherland Asbill & Brennan

or call 1-800-926-7926

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