Buying and Selling a Business: Critical Tax and Structuring Issues
8.00 Credits
Member Price $359.00
Price will increase by $50 after 11/25
Non-Member Price $459.00
Price will increase by $50 after 11/25
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 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
Designed For
All practitioners who will be involved in the sale of a business
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
Preparation
None
Leader(s):
Leader Bios
Edgar Gee
Edgar H. Gee is a local firm practitioner with over 50 years of professional experience. He works closely with small businesses in areas of tax planning, IRS representation, and litigation support services. A noted author, Mr. Gee has published articles in the Tax Advisor relating to the largest independent contractor case against the IRS in U.S. history. He testified before the U.S. House of Representatives Subcommittee on the Oversight of IRS Activities in 1996. He is co-author of PPC’s Guide to Worker Classification. Winner of the Max Block Award by NYSSCPAs for Distinguished Article of the Year 2000, Independent Contractor or Employee: How the Process Works Today, Mr. Gee speaks nationally to many professional organizations. He was past president of the Knoxville Chapter of the Tennessee Society of Certified Public Accountants. He was the recipient of the Discussion Leader of the Year award from the Tennessee Society of CPAs in 2001. He is noted in national bestseller “What the IRS Doesn’t Want You to Know” regarding independent contractor issues.
Non-Member Price $459.00
Member Price $359.00