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Course Detail

Buying and Selling a Business: Tax and Structuring Overview


One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising 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.


An overview of the beginning of the process and documents for preliminary tax planning Recognizing the need for due diligence in acquisitions -- checklists of important points Deemed asset sales -- Is 338 or 338(h)(10) appropriate? The impact of the 197 amortizable intangibles regulations on the acquisition and disposition of a business How to allocate purchase price for tax advantage Planning to avoid double taxation under 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 recognition of tax planning opportunities Unique issues in buying and selling of 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


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 to the seller 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


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

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