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