Objective
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- Understand the CPA’s role in the beginning of the transaction and throughout the process 

- Identify the different tax consequences for various forms of acquired businesses 

- Identify the tax consequences to the seller of various forms of 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 

Highlights
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- An overview of the beginning of the process and documents for preliminary tax planning 

- Recognizing the need for due diligence in acquisitions -- checklists of important points 

- Deemed asset sales -- Is §338 or §338(h)(10) appropriate? 

- The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business 

- How to allocate purchase price for tax advantage 

- Planning to avoid double taxation under repeal of the General Utilities doctrine 

- Special problems and opportunities when an S corporation is the buyer or seller 

- Installment sale and interest issues 

- Avoiding tax pitfalls and recognition of tax planning opportunities 

- Unique issues in buying and selling of LLC/partnership interests 

- 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 

- Individually owned goodwill 



Designed For
All practitioners who will be involved in the sale of a businessPrerequisite
A basic course in partnerships/LLCs; experience with C corporationsAdvanced Preparation
None