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
Learning Objectives
Understand the CPA’s 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
