The purpose of this course is to provide an in-depth discussion of selected advanced-level issues affecting LLCs and LLPs.
CPAs with clients using the LLC or LLP structure who need to understand advanced issues, problems, and planning strategies
* 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 * Case study to improve advocacy skills before the IRS
* 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? * 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
A basic course in LLCs/partnerships or equivalent knowledge and experience