Buying and Selling a Business: Tax and Structuring 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.  

Learning Objectives:

-Understand the CPAs 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

Major Topics:

-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

This virtual seminar is being offered through our partnership with Midwest State CPA Societies. You will launch from your MyOSCPA learning center day of and be prompted to enter in name and state society at time of entering.