S, C, Partnership or LLC? Contrasting the Key Tax and Business Form Aspects

Author/Moderator: Norman S. Solomon, CPA, J.D., LL.M.

Publisher: AICPA

Availability: In Stock

Description

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Description

Even seasoned practitioners who deal with general and limited partnerships, C and S Corporations, LLCs and LLPs, as well as individual proprietorships, may find it difficult to assess which form of organization is best in a particular client’s situation. In recent years, we have seen the development of "disregarded entities," changes to many state LLC and LLP statutes and the ever-present changes to the tax laws. Each is critical to the specific goals the client has for the business.

This course will help you assess the myriad of factors that drive the optimal form of organization for your client's business. It is unique in its approach to the entity choice decision because it uses case studies from actual client situations to examine which entity form is best for actual client problems.

Objectives:

Determine when an entity change is needed to achieve business or tax advantages
Comply with the complex tax law provisions on the selection, organization, restructuring and liquidation of business forms
Match client business and tax strategies to the appropriate business form

Prerequisite: Experience in business taxation

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Chapter 0 - Overview
- Introduction
- Conclusion
Chapter 1 - General Entity Choice Considerations
- Learning Objective
- Which Entities Are Available?
- Why Use an Entity?
- Case Studies
- Case Study 1-1: Creditor Protection Strategies
  - Facts
  - Discussion
- Case Study 1-2: Protecting UTMA Assets from a Minor Child
  - Facts
  - Discussion
- Case Study 1-3: Changing the Situs of Real Property
  - Facts
  - Discussion
- Case Study 1-4: Minimizing Risk of Dealer Status
  - Facts
  - Discussion
- Case Study 1-5: Selling a Principal Residence to a Controlled Entity
  - Facts
  - Discussion
- Case Study 1-6: Valuation Discounts Using Partnerships
  - Facts
  - Discussion
- Case Study 1-7: Acquisition of Corporate Stock and Section 338
  - Facts
  - Discussion
- Questions
Chapter 2 - Entity Formation
- Overview
- How Difficult Is it to Form an Entity?
- Case Study 2-1: The One-Member Entity
  - Facts
  - Discussion
- Tax Consequences of Formation
  - General Discussion
  - Transfers to a Corporation
- Case Study 2-2: Control Issues with Transfers to Corporations
  - Facts
  - Discussion
- Case Study 2-3: Control Problems for Later Transfers
  - Facts
  - Discussion
- Case Study 2-4: Contributing Property with Liabilities in Excess of Basis
  - Facts
  - Discussion
- Case Study 2-5: Liability Transfers with Tax Avoidance
  - Facts
  - Discussion
- Transfers to a Partnership
- Case Study 2-6: When Money Has Been Borrowed Shortly before Transfer to an Entity
  - Facts
  - Discussion
- Case Study 2-7: Rewarding Service Providers for Future Profits of the Entity
  - Facts
  - Discussion
- S Elections
- Case Study 2-8: S Corporation Elections
  - Facts
  - Discussion
- Questions
Chapter 3 - Allocations in Flow-Through Entities
- Overview
- Case Study 3-1: Income and Cash Flow Priority
  - Facts
  - Discussion
- Case Study 3-2: Using Special Allocations
  - Facts
  - Discussion
- Case Study 3-3: Allocations with Respect to Precontribution Gain or Loss
  - Facts
  - Discussion
- Appendix - Allocations in Flow-Through Entities
  - S Corporation Allocations
  - Partnership and LLC Allocations
- Questions
Chapter 4 - Distributions
- Overview
- C Corporation Distributions: One or Two Levels of Tax?
  - What Is Meant by "Two Levels of Tax?"
  - What Is a Dividend?
  - Avoiding Two Levels of Tax
  - When Is the Second Level of Tax Incurred?
- Case Study 4-1: Avoiding Two Levels of Tax for Distributions
  - Facts
  - Discussion
- Distributions by S Corporations
  - Overview
  - Distributions When the S Corporation Has Earnings and Profits
  - Distributions from an S Corporation without Earnings and Profits
- Case Study 4-2: Payroll Tax Comparison
  - Facts
  - Discussion
- The Tax Effects of Distributions on the Corporation
- Case Study 4-3: Avoiding Gain Recognition from Property Distributions
  - Facts
  - Discussion
- Partnership Distributions
  - Overview
  - Disproportionate Distributions of Section 751 Assets
- Case Study 4-4: Disproportionate Distribution-Partnership Complexity
  - Facts
  - Discussion
  - Disguised Sale Provisions
  - Early Trigger of Section 704(c) Gain
  - Marketable Securities as Cash
- Case Study 4-5: Distributions of Marketable Securities
- Facts
- Discussion
- Questions
Chapter 5 - Reorganizations of the Entity
- Overview
- Using Corporations in Nontaxable Acquisitions
  - Nontaxable Asset Acquisitions
  - Nontaxable Stock Acquisitions
  - Operating Rules of Corporate Reorganizations
- Case Study 5-1: Acquisition of Business Assets
  - Facts
  - Required
  - Discussion
- Case Study 5-2: Acquisition of Interests in a Business
  - Facts
  - Required
  - Discussion
- Nontaxable Divisions of a Corporation
- Mergers and Divisions of Partnerships
- Case Study 5-3: Division of a Business
  - Facts
  - Discussion
- Conversion of a Corporation to a Partnership
  - Overview
  - Liquidation of Corporation, Followed by Contribution of Assets (Alternative 1)
  - Transfer of Stock Followed by Liquidation of Corporation (Alternative 2)
  - Asset Transfer by the Corporation, Followed by Distribution of the Interest (Alternative 3)
  - Asset Transfer Followed by Continuation of Corporation (Alternative 4)
- Case Study 5-4: Conversion of a Corporation to an LLC
  - Facts
  - Discussion
- Restructurings Involving Disregarded Entities
- Case Study 5-5: Transfer of Interest in a QSub
  - Facts
  - Results
- Appendix - Statutory and Judicial Requirements of Nontaxable Acquisitions
  - Treatment of Target Shareholders (Â§Â§354,356, and 358)
  - Treatment of Target Corporation Â§Â§357, 361, and 381
  - Treatment of Acquiring Corporation - Â§Â§362, 381 and 1032
  - Judicial Doctrines Applicable to Reorganizations
- Questions
Chapter 6 - Estate Planning Considerations of the Entity Choice
- Charitable Remainder Trusts and Business Interests
  - Description
  - Advantages of Charitable Remainder Trusts
- Case Study 6-1: Charitable Remainder Trust
  - Facts
  - Discussion
- Family S Corporation Issues
  - Income Shifting Possibilities - Statement of Problem
  - Required Reasonable Payment for Donor's Services
  - Gifts of S Corporation Stock to Shift Income
- Family Partnership (or LLC) Issues
  - Income Shifting May Be Magnified
  - Family Partnerships and Â§704(e)
  - Section 754 Basis Adjustments
- Case Study 6-2: Basis Adjustments after Death
  - Facts
  - Discussion
- Succession Planning in a Closely Held Business
  - Overview
  - Buy-Sell Agreements
- Reducing the Estate Valuation of the Business Interests
  - Lack of Marketability
  - Minority Discount and Control Premium
  - Limited Partnership and LLC Advantages for Estate Planning
- Case Study 6-3: Using Family Limited Partnerships and LLCs for Valuation Discounts
  - Facts
  - Discussion
- Corporate Redemptions to Pay Death Taxes
- Case Study 6-4: Corporate Stock Redemption from an Estate
  - Facts
  - Discussion
- Appendix - The Unified Transfer Tax System and Lifetime Gifts of Property
  - Overview
  - The Unified Transfer Tax System
  - Lifetime Gifts of Property
- Questions
Chapter 7 - 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 8 - Latest Developments

735538

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NASBA Field of Study: Taxes

Level: Intermediate

Recommended CPE Credit: 15

Important Information on Your CPE Credit

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