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.

Prerequisites

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

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

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