Surgent's Buying and Selling a Business: Critical Tax and Structuring Issues

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

Prerequisites

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

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