Buying & Selling a Business: Critical Tax & Structuring Issues


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.


* Understand what factors must be considered in due diligence and in developing a valuation * Understand the goals and methods of negotiating the final purchase price * Identify the different tax consequences for 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 * 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


* Overview of the business evaluation process * Negotiation points and goals from the buyer and seller standpoints * Overview of confidentiality agreements, memorandums of understanding, and asset purchase agreements * Recognizing the need for due diligence in acquisitions: checklists of important points * Deemed asset sales: Is §338 or §338(h)(10) appropriate * 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 * How to allocate 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 * Liquidations as alternatives to sales of a business * Planning to avoid double taxation * 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 and much more

Who Should Attend

All practitioners who will be involved in the sale of a business

Required Knowledge

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

Advanced Prep


Event Speaker(s)

Michael David Frost, CPA ( Deloitte LLP, Charlotte, NC ),

Additional Event Information

Check-in for all in-person events begins one hour prior to event start time. Also, be sure to allow enough time for traffic, parking, and check-in. If you should arrive late or depart early, you must adjust your CPE credit accordingly.

Also Available As

Friday, December 9, 2022 (8:30 am–4:15 pm ET)
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Event Vendor:Surgent McCoy CPE, LLC
Field of Study:Taxes
Level: Intermediate

Event Type:Seminar
NASBA Instructional Method:Group Live
Event Code:S0000522

Registration Fees

Early Bird Rate expires November 26, 2022

RegistrationEarly BirdRegular
NCACPA Member$260.00$310.00
CPE Sponsors LogoThe North Carolina Association of Certified Public Accountants is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org/.

For information regarding refund, complaint, program cancellation or other policies, visit our Registration Policies page or call 800-469-1352.