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Basis/Distributions for Pass-Through Entities: An IRS Hot Spot

Author/Moderator: Robert Ricketts, CPA and Larry Tunnell, CPA
Publisher: AICPA
Availability: 05/30/2008
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Description

With the advent of the electronic matching of K-1 information with items on partners’ and S Corporation shareholders’ returns, the IRS is scrutinizing the basis that owners have in these entities and the transactions in which the computation of basis is required, more closely than ever. This course addresses the rules that are used to determine basis for partnerships and S Corporations and puts the computation of basis in the contexts that often come under scrutiny – loss limitations, distributions and sales of an interest, among others. Learn the crucial rules for computing the adjusted basis and the tax treatment of distributions of pass-through entities such as partnerships and S Corporations. Focus on the computation of the basis and the at-risk amount for these entities. Become familiar with the correct allocation of liabilities among partners, the types and amounts of income that can result from distributions and sales of interests and the basis of assets distributed from passthrough entities.

Objectives:
  • Compute the basis of a partnership interest or S Corporation stockholding
  • Determine the amount and the character of income or loss the partner or shareholder should recognize because of distributions of property or money
  • Apply the basis, at-risk and passive activity loss limitations to pass-through losses from partnerships, LLCs and S Corporations
  • Evaluate the tax treatment of sales of either partnership interests or S Corporation stock
  • Adjust the basis of partnership or LLC property following certain distributions and transfers of interests in the entity

Prerequisite:  Experience in business taxation

Accepted for CFP® credit.

Table of Contents

  • Chapter 1 Tax Consequences of Formation of Partnerships, LLCs, and S Corporations
    • Learning Objectives
    • Introduction
    • Determination of Basis in the Partnership Interest
      • General
      • Effect of Entity Operations
    • Effect of Liabilities
      • General
      • Gain under Section 731 - Deemed Distributions
      • Contribution of Encumbered Property
      • Section 752(c)
    • S Corp Formation
      • Controlled Corporation
      • Receipt of "Boot"
      • Contribution of Encumbered Property
    • Receipt of an Interest in the Entity for Services
      • Sections 351 and 721 - Exchange of Property for an Interest in the Entity
      • Section 83
      • Profits vs. Capital Interest
    • Transfer of a Capital Interest
      • Effect on the Service Partner
      • Consequences for Other Partners
      • Risk of Forfeiture
    • Transfer of a Profits Interest
      • IRS "Safe Harbor"
      • Background
      • Post-Diamond Activity
    • Campbell
      • Application of Section 721
      • Relevance of Section 707
      • Employee vs. Partner
      • Importance of Valuation
    • Lessons for Tax Advisers
  • Chapter 2 Partnership and LLC Distributions
    • Learning Objectives
    • Introduction
    • Current Distributions - Proportionate
      • General
      • Timing of Cash Distributions
      • Distribution of Non-Cash Assets: General
      • Basis in Property Exceeds Basis in Partnership Interest
      • Distribution of Multiple Properties
    • Distributions of Encumbered Property
    • Liquidating Distributions - Proportionate
      • In General
      • Recognition of Loss
      • Series of Distributions
      • Basis in Property Received
    • Holding Period of Distributed Property
    • Sale of Distributed Property
    • Disproportionate Distributions - Distribution of "Hot" Assets
      • General
    • Section 751(b) - Disproportionate Distributions
      • Mechanics
      • Filing Requirements
    • Death or Retirement of a Partner from Professional Services Partnerships or LLCs
      • General Application of Section 736
      • Structuring the Transaction to Avoid Section 736
  • Chapter 3 At-Risk and Passive Activity Limits
    • Learning Objectives
    • Overview
      • Statutory Limitations on the Deductibility of Losses
      • Disallowed Losses Are Carried Forward
    • Basis and At-Risk Limitations
      • The Concept of Tax Basis as a Limit to the Deductibility of Losses
      • Accounting for Indebtedness
      • Nonrecourse Debt
      • At-Risk Rules of Section 465
    • Passive Loss Limitations
      • General
      • Passive Activity Losses
      • Passive Activity Credits
    • Gross Income from Passive Activities
      • Gain from Sale or Disposition of Property
      • Gain from Sale of an Interest in a Partnership or LLC
      • Special Rule for Substantially Appreciated Property
    • Passive Activity Deductions
    • Who Is Subject to the Passive Activity Limitations?
    • What Are Passive Activities?
      • Material Participation
      • What Constitutes Participation?
      • Rental Activities
      • Real Estate Professionals
      • Exemption for Rental Activities in which Taxpayer "Actively" Participates
      • Modified Adjusted Gross Income
    • Activities That Are Not Passive Activities
      • Re-Characterization of Passive Activities as Nonpassive
    • Rules of Application
      • Installment Sales
      • Gifts
      • Dispositions by Death
    • Grouping Activities
      • Appropriate Economic Units
      • Limitations on Grouping Certain Activities
      • Consistency is Required
  • Chapter 4 Allocation of Partnership Liabilities Under Sec. 752
    • Learning Objectives
    • Introduction - How Liabilities Affect Partner Tax Consequences
      • Basic Concepts
      • Transactions that Change a Partner's Share of Partnership Liabilities
      • Effect of Liabilities on Partners' and LLC Members' Amounts at Risk
    • Allocation of Liabilities in General
      • Recourse vs. Nonrecourse Liabilities
    • Allocation of Recourse Liabilities
      • General Rules - "Constructive Liquidation"
      • Limited Partners
      • Book vs. Tax Capital Accounts
      • Effect of Partner Guarantees
      • Copyright AICPA iv * Unauthorized Copying Prohibited
      • Special Allocations of Partnership Income and Loss
    • Allocation of Nonrecourse Debts
      • Conceptual Difficulties in Allocating Nonrecourse Liabilities
      • Nonrecourse Liabilities Allocated by Reference to Partners' Profits Interests
      • Minimum Gain
      • Tax vs. Book Minimum Gain
      • Other Partnership Profits
    • Allocation of Deductions Attributable to Nonrecourse Debt
      • Overview
      • Nonrecourse Deduction Defined
      • General Requirements for Economic Effect
      • Consistency with Other "Significant" Items
      • Minimum Gain Chargeback
  • Chapter 5 Adjustments to the Basis of Partnership/LLC Assets
    • Learning Objectives
    • Introduction
    • Section 743 - Adjustments Following the Transfer of a Partnership Interest
    • Distributions of Partnership Property
      • Situation 1 - Gain Recognized by Distributee Partner
      • Situation 2 - Loss Recognized by Distributee Partner upon Distribution of Partnership Property
      • Situation 3 - Increase or Decrease in Basis of Assets Distributed in Complete Liquidation of a Partner's Interest
      • Situation 4 - Increase or Decrease in Basis of Partnership Assets Distributed in Partial Liquidation of a Partner's Interest
    • Allocating the Adjustment Amount
      • Transfers of Partnership Interests
      • Income in Respect of a Decedent
      • Partnership Goodwill
      • Distributions of Partnership Property
      • Section 751(b) Distributions
      • Making the Section 754 Election
      • Relief When Election Not Made
  • Chapter 6 Sale of an Interest in a Partnership or LLC
    • Learning Objectives
    • Introduction
      • Overview - General Tax Consequences Associated with Sale
      • Effect of Liabilities
      • Receipt of Property other than Cash
      • Holding Period of Partnership Interes
    • Hot Assets and Section 751(a)
      • Hot Assets under Section 751(a)
      • Rules of Application
      • Statement Must Be Attached to Return
    • Collectibles and Unrecaptured Section 1250 Gain
      • Collectibles Gain
      • Unrecaptured Section 1250 Gain
    • Installment Sales
    • Potential for Termination of the Partnership
      • Technical Terminations under ~§~708
      • Consequences
      • What Constitutes a Sale under ~§~708?
    • Consequences to the Purchaser
  • Chapter 7 Tax Basis in S Corp Stock and Debt
    • Learning Objectives
    • Shareholder's Tax Basis in S Corp Stock
      • Basis Cannot Be Reduced Below Zero
      • Changes to Asset Basis Due to Business Credit and Recapture Can Affect Stock Basis
      • Income in Respect of a Decedent and Basis of Inherited Stock
      • Basis of Stock Received by Gift
      • Charitable Contributions of Appreciated Property
      • Items Must Be Reported
      • Basis Is Reduced by Nondeductible Losses
    • When Basis Is Adjusted
      • S Corporation's Year End
      • Election to Use Normal Tax Accounting Rules
      • Timing of Adjustments when Stock Is Disposed of during the Year
    • Carryover of Losses
      • Losses Can Be Transferred to Spouse or Former Spouse Incident to a Divorce
      • Treatment of Carryover Losses on Form 1040
    • Basis in Debt
      • Basis Reduction Applies to Debt Outstanding at Year-End
      • Separate Corporate Debts
      • Restoration of Basis in Debt
      • Debt Basis Increases are Applied to Debt Held on First Day of the Year
    • What Constitutes Basis in Debt
      • Debt Must Be to Shareholder
      • Guaranteed Loans
      • Payment on Guaranteed Note Provides Debt Basis
      • Substitution of Shareholder's Note
      • Debt Basis Arises only if Shareholder Experiences Economic Outlay
      • Copyright AICPA vi * Unauthorized Copying Prohibited
      • Pledging Stock as Collateral
      • Loan from Related Entity Generally Does Not Result in Debt Basis
    • Payments on Shareholder Loans
    • Stock Dispositions
      • Reduction of Basis of Individual Shares
      • Different Lots of Shares
    • Identity of Passthrough Losses
      • Losses in Excess of Basis
      • Order of Adjustments to Basis
      • Election to First Reduce Basis by Items of Loss or Deduction
    • Carryover after Termination of Election - The Post-Termination Transition Period
      • Basis Increases during the Post-Termination Transition Period
      • Definition of Post-Termination Transition Period
    • Worthless Stock
    • Section 1244 Stock
      • Shareholder and Corporate Documentation
  • Chapter 8 S Corp Distributions
    • Learning Objectives
    • What Constitutes a Distribution?
    • Self-Employment Tax
    • Reporting Distributions to Shareholders
      • Nondividend Distributions
      • Dividend Distributions
      • Property Distributions
    • Relationship of Pass-through Income, Tax Basis, and Distributions
    • Application of Distributions
      • Distributions If No AE&P
      • AE&P
      • Reduction of AE&P
      • Distributions If There Is AE&P
      • AE&P Distributions Are Dividends
      • S Corporation without Positive AE&P Cannot Distribute Dividends
      • Summary of Distribution Layers
    • Accumulated Adjustments Account (AAA)
      • Annual Adjustments to AAA
      • Changes in Asset Basis Due to Certain Business Credit and Recapture
      • AAA Is Reduced by the Full Amount of Loss or Deduction
      • AAA Can Have Negative Balance
      • Copyright AICPA * Unauthorized Copying Prohibited vii
      • Differences between Basis and AAA Adjustments
      • Business Credit Recapture
      • LIFO Recapture
    • Order of Applying Distributions - If AE&P
      • Calculation of AAA, AE&P, and Basis Illustrated
      • Stock Basis or AAA Balance at Beginning of Year Can Be Distributed Free of Tax
      • Distributions When AAA Is Less than Zero
      • The AAA Is a Corporate Account
      • AAA - New Shareholder
    • Distributions of Previously Taxed Income (PTI)
    • Property Distributions
      • Gain on Property Distributions
      • Non-Appreciated Property
      • Appreciated Property
    • Dividend Tax Rates
    • Distributing AE&P to Eliminate Dividend Distributions and Avoid Passive Investment Income Problems
      • AE&P Can Be Distributed before AAA
      • Election to Make a Deemed Dividend
    • Tax-Exempt Income
      • Other Adjustments Account
    • Tracking AAA, OAA, and PTI on Form 1120S
    • AAA - Stock Redemption
    • Reasonable Compensation
    • Post-Termination Transition Period
  • Chapter 9 Ethics Focus: Taxation
    • Ethics Overview
    • Recent Developments
    • Spotlight on Independence in Tax Services
    • Key Ethical Dilemmas and Judgment Calls
    • Addressing Ethical Dilemmas
    • Available Resources
  • Chapter 10 Latest Developments

Excerpts

Videocourse Details

NASBA Field of Study: Taxes
Level: Advanced
Recommended CPE Credit: 16
Text
Product# 733331
Availability:05/30/2008
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