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