Buying & Selling a Business: Critical Tax & Structuring Issues

8:30 am–4:15 pm ET

# of CPE Credits



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 Anthony Frost ( Jacksonville, AL ),

Additional Event Information

Technical Support
Contact NCACPA if you need assistance with your online program. For the quickest results, email the Online Learning Team at [email protected], and a team member will contact you shortly.

If you need assistance with internet access issues, browser capability, or when the NCACPA office is closed* please call Freestone Technical Support at 866-702-3278 or by email at [email protected] .

*NCACPA office hours are 9:00 am–5:00 pm ET. Online Learning Team members will be available via email 30 minutes prior to the start of a live online program.

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Level: Intermediate

Event Code:W0025822

Registration Fees

RegistrationEarly BirdRegular
NCACPA MemberN/A$260.00
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/.

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