Surgent's 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