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Buying and Selling a Business: Critical Tax and Structuring Issues (SELL)

  • Format Live Seminar
  • Credits 8
  • Level Intermediate
  • Field of Study Taxes (8)

To register for a live seminar, visit the sponsoring state society’s website.

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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.

Major Topics

  • An overview of the business evaluation process
  • Negotiation points and goals from buyer and seller standpoints
  • An overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements
  • Recognizing the need for due diligence in acquisitions, including checklists of important points
  • Deemed asset sales – §338 and §338(h)(10)
  • The use of “F reorganizations” in lieu of §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
  • 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
  • Changes in strategy under the new tax laws
  • Liquidation as an alternative to the sale of a business
  • Planning to avoid double taxation
  • Special problems and opportunities when an S corporation is the buyer or seller
  • Special problems and opportunities when a partnership is the buyer or seller
  • Installment sale and interest issues
  • Avoiding tax pitfalls and recognizing tax planning opportunities

Learning Objectives

  • Understand the factors that must be considered for due diligence and developing a valuation
  • Understand the goals and methods of negotiating the final purchase price
  • Identify the different tax consequences of various forms of acquired 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, 734, 743, and 754 on the purchase or sale of a partnership
  • Learn how strategies have changed under new tax legislation
  • Understand the required reporting to the IRS regarding the purchase or sale of a business and how to complete the forms

Who should take this course:


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

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

None

Yes

No

No

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