Buying and Selling a Business: Tax and Structuring Overview

Overview

One of the major transactions CPA clients are faced with is the purchase or disposition of a business. To help tax professionals advise those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.

Highlights

• An overview of the beginning of the process and documents for preliminary tax planning
• Recognizing the need for due diligence in acquisitions, including checklists of important points
• Deemed asset sales - 338 and 338(h)(10)
• The impact of the 197 amortizable intangibles regulations on the acquisition and disposition of a business
• Allocating purchase price for tax advantage
• Planning to avoid double taxation under the repeal of the General Utilities doctrine
• Special problems and opportunities when an S corporation is the buyer or seller
• Installment sale and interest issues
• Avoiding tax pitfalls and recognizing tax planning opportunities
• Unique issues in buying and selling LLC/partnership interests
• Impact of the net investment income tax (NIIT) and the 199A pass-through deduction on the tax due on the sale of a pass-through entity
• Individually owned goodwill

Prerequisites

A basic course in partnerships/LLCs; experience with C corporations

Designed For

All practitioners who will be involved in the sale of a business

Objectives

• Understand the CPA's role in the beginning of the transaction and throughout the process
• Identify the different tax consequences for various forms of acquired businesses
• Identify the tax consequences for sellers of various forms of businesses, including the impact of the net investment income tax (NIIT) and the 199A pass-through deduction
• Appreciate 338 and 338(h)(10) elections and the benefits of installment sales
• Understand the impact of 751, 743, 734, and 754 on the purchase or sale of a partnership

Notice

All materials will be available to download in advance and participants will receive an email two days prior to the course date. Materials will also be posted in the “My CPE” section of the NESCPA website.