BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Thursday, January 27, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00
CLE
CPE
ALL

This CLE/CPE course will provide tax counsel with a comprehensive guide to the tax consequences of contributing appreciated property to a partnership or multi-member LLC. The panel will discuss the specific tax treatment of appreciated property's contribution with debt, depreciation allocation, both liquidating and nonliquidating distributions, and capital account adjustments and allocations.

Faculty

Kate L. Mathieu
Attorney
Skadden Arps Slate Meagher & Flom LLP

Ms. Mathieu advises public and private companies on a broad range of U.S. federal income tax matters, with a particular focus on both domestic and international transactions. Ms. Mathieu’s practice includes significant work involving the tax aspects of corporate mergers and acquisitions, spin-offs, and partnership transactions. She also advises clients with regard to the taxation of debt and equity financings, initial public offerings, and internal integration and restructuring transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Paul Schockett
Partner
Skadden Arps Slate Meagher & Flom LLP

Mr. Schockett advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions. His practice includes significant work involving the tax aspects of partnership acquisitions and dispositions, joint venture and investment fund formations, and corporate mergers and acquisitions. He also advises clients with regard to the taxation of debt and equity financings, initial public offerings, bankruptcy restructurings and internal reorganizations. He frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Joseph C. Mandarino
Partner
Smith Gambrell Russell

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

For partnerships and their tax advisers, the contribution of appreciated property to an entity in exchange for partnership or LLC ownership interests presents specific tax challenges. While in most cases the exchange of assets for partnership interests is not a recognition event, a contribution of appreciated property can have significant consequences for both partnership allocations and distributions.

An exception to the nonrecognition rule of Section 721 may apply when the contributed property is encumbered by debt, and the contributing partner is deemed to have been relieved of debt in an amount in excess of his basis in the contributed property. In these situations, the partnership may adjust its basis in the contributed asset to reflect the current gain recognition.

Currently, partnerships that receive appreciated property, and their partners, are subject to specific Code provisions on distributing the appreciated asset and rules that require recognition when other partnership property is distributed to the contributing partner under the "seven-year rule" of Section 737. However, recently proposed tax law changes can significantly impact or repeal this rule. Tax advisers must have a firm grasp of the rules governing the contribution of appreciated property to partnerships to avoid unforeseen taxes resulting from certain distributions or allocations.

Listen as our experienced panel provides a comprehensive and practical guide to the tax consequences and rules of contributing appreciated property to partnerships.

Outline

  1. General nonrecognition rules
  2. Current tax consequences for the contribution of appreciated property with debt encumbrance
  3. Basis adjustments required by the partnership
  4. Impact of distributions to contributing partner
  5. Impact of recently proposed tax law changes

Benefits

The panel will discuss these and other important topics:

  • Under what circumstances would contribution of appreciated property not qualify for nonrecognition under Section 721?
  • What is the "seven-year rule" of Section 737, and how does it impact distributions to partners who have previously contributed appreciated property?
  • What is the impact on the contributing partner when the partnership distributes the appreciated property to other partners?
  • What impact would the recently proposed tax law changes have on these rules?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Recognize when a contribution of appreciated property with an encumbrance can result in gain recognition
  • Identify distributions to partners who contributed appreciated property that can result in gain recognition
  • Discern when a property contribution risks reclassification as a disguised sale

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules, supervising other preparers/accountants. Specific knowledge and understanding of partnership structure, operating agreements and distibutions, including partner capital accounts, allocation and distributions; familiarity with the disguised sale rules.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).