The purpose of this course is to provide an in-depth discussion of selected advanced-level issues affecting LLCs and LLPs.
Target Audience
Accounting and Financial Professionals with clients using the LLC or LLP structure who need to understand advanced issues, problems, and planning strategies
Course Objectives
Identify the tax and non-tax advantages and disadvantages of LLCs and partnerships
Describe how inside and outside basis is affected by liabilities, recourse and nonrecourse
Discuss the impact of cash and property distributions
Explain the tax consequences of a sale of an interest and distinguish such consequences from the tax consequences when a partnership or LLC is acquired or merges into another LLC or partnership
Complete a case study to improve advocacy skills before the IRS
Subjects
Coverage of the Inflation Reduction Act of 2022
Single-member limited liability companies as an alternative to subsidiaries
Cancellation of indebtedness: rules and regulations
How the IRS views members or partners for Social Security purposes
Special problems when forming an LLC
Debt issues and problems in structuring LLCs and LLPs, including loan guarantee issues, recourse and nonrecourse debt, the at-risk basis rules, and new regulations restricting “bottom dollar” guarantees
Distributions: is it just a disguised sale? New regulations eliminate certain tax-deferred leveraged partnership transactions
Death or retirement of a member or partner -- Understanding the alternatives
Step-up in basis issues -- How to make the computations and elections
Property transactions between the LLC/LLP and its members or partners -- Inbound and outbound transactions: what to do with built-in gain or loss property
Partnership losses: when are they deductible? See, in particular, TCJA and CARES override
Material participation rules for LLC members and limited partners: how they affect passive loss issues
Continuation and termination of an LLC/partnership in the context of a merger or acquisition
Sales of an LLC Interest -- holding period, and hot asset issues
Impact of the tax on investment income on the sale of an interest in a partnership or LLC
Repeal of technical termination of partnership provision
Prerequisites
A basic course in LLCs/partnerships or equivalent knowledge and experience
