Business Dissolution %26 Ownership Changes

Description

This advanced course examines the federal tax consequences of business dissolutions, ownership changes, and related restructuring transactions involving partnerships, S corporations, and closely held businesses. Using a cradle-to-grave framework, the program addresses planning, execution, valuation, reporting, and post-transaction compliance issues arising in sales, redemptions, liquidations, divorces, deaths, and internal restructurings. Participants will analyze inside and outside basis, debt basis, Section 754 adjustments, Section 302 redemption tests, Section 1041 transfers, F reorganizations, Section 751 hot assets, and the treatment of goodwill and other Section 197 intangibles. nThe course also incorporates practical guidance on NIIT, potential Section 1202 considerations, final-year return procedures, and selected state tax issues that commonly affect business exits and ownership transitions.nnnThis event may be a rebroadcast of a live event and the instructor will be available to answer your questions during the event.

Objective

After attending this presentation, you will be able to... Distinguish the tax treatment of business exits and ownership changes for partnerships, S corporations, and shareholders or partners at both the entity and owner levels. Calculate and reconcile inside basis, outside basis, and S corporation stock and debt basis in liquidation, sale, redemption, and restructuring contexts. Determine when partnership distributions and liquidations qualify for nonrecognition treatment and when gain or loss must be recognized. Analyze S corporation liquidations under Sections 336 and 331, including the effect of deemed asset sales and pass-through gain or loss. Identify and apply the Section 302 tests to determine whether a redemption receives sale or exchange treatment or dividend/distribution treatment. Analyze the impact of Section 751 hot assets, Section 754 elections, and basis step-up opportunities in transfers of partnership interests. Analyze the tax consequences of transfers incident to divorce under Section 1041 and identify limitations relating to suspended losses and carryover basis. Identify planning opportunities and limitations involving F reorganizations, Section 197 intangibles, and potential Section 1202 considerations. Determine whether gains from ownership changes or liquidations may be subject to Section 1411 net investment income tax. Identify key federal and state compliance steps in the final year of an entity’s existence or after a significant ownership transition, including final returns, dissolution filings, and related administrative requirements. Apply valuation principles relevant to closely held business interests, including discounts, buy-sell agreements, and Section 2703 considerations.  

Attendee Information

Mary Jane Hourani, MM, EA, NTPI Fellow

Required Knowledge

Basic understanding of business tax

Who Should Attend

CPAs, EAs, Attorneys, Financial Planners, Tax Practitioner