BarbriSFCourseDetails
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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Preparer

Date & Time
  • event Date

    Thursday, June 26, 2025

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    110 minutes

Credit Information

  • 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).

$197.00
CPE
ALL

This course will provide partnership tax advisers with practical guidance on the tax ramifications of structuring the sale of a partnership or LLC entity as an asset sale vs. a sale of partnership interests. The panel will detail basis adjustments and available elections, describe the reporting and advisory challenges for seller and buyer, and discuss the impact of the partnership audit regulations on planning a partnership purchase.

Faculty

Mario Amaya-Lainez
Director
Citrin Cooperman & Co.

Mr. Amaya-Lainez specializes in partnership taxation with a primary focus on partnership restructurings, such as partnership mergers and acquisitions, partnership incorporations, and leveraged buy-outs. In addition, he has extensive experience serving clients that conduct business operations through partnerships, including tracking and maintaining partnership capital accounts, yearly income allocations, and assisting with estimates of tax distributions. Throughout his career, Mr. Amaya-Lainez has served clients in a wide array of industries, including healthcare, private equity, hedge funds, manufacturing, government contracting, and real estate. He is a frequent author and lecturer on partnership taxation.

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Matthew E. Foreman
Partner, Co-Chair Taxation Practice Group
Falcon Rappaport & Berkman LLP

Mr. Foreman co-chairs FRB’s Taxation Practice Group and advises businesses on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He designs and implements tax-efficient structures for U.S.-based businesses to expand abroad and invest in foreign joint ventures. Mr. Foreman drafts tax memoranda and opinions on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business stock, and various state pass-through entity taxes. He defends clients from audits from the IRS and various state tax agencies, including appealing audit determinations. Mr. Foreman advises clients on a variety of tax issues related to cryptocurrencies, including initial coin offerings (ICOs), taxability of staking and air drops, and the imposition of Sales and Use taxes on the issuance of non-fungible tokens (NFTs). He drafts tax portions of Operating and Shareholder Agreements for businesses in different industries. Mr. Foreman has extensive experience in a variety of SALT issues, especially New York State residency audits and state Sales and Use tax nexus issues post-Wayfair.

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Michelle S. Kabel
Attorney
Falcon Rappaport & Berkman LLP

Ms. Kabel is an associate attorney in FRB’s Taxation, Private Client, and Emerging Technologies Groups. Her tax planning practice focuses on taxation as it relates to Section 1031 and 1033 exchanges, Qualified Opportunity Zone investments, digital assets, corporate and partnership reorganizations, wealth transfer among families, and private equity fund formation. Ms. Kabel's tax controversy practice includes representing clients before the Internal Revenue Service, the New York State Department of Taxation and Finance, and the New York City Department of Finance; matters include disputes related to income, franchise, and real property transfer taxes.

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Description

The sale of an LLC or other entity taxed as a partnership entails both negotiation and reporting challenges for tax advisers and is complicated by differing priorities of buyer and seller, including whether to structure the transaction as an asset sale vs. the sale of partnership interests. This is more difficult due to the IRS partnership audit rules.

Under the current rules, IRS can assert tax adjustments at the partnership level. Advisers to purchasers must assess a target's potential prior tax exposure as part of a pre-purchase diligence review.

Partnership transfers also create tax reporting and calculation challenges for advisers. While buyers may desire a basis step-up, tax advisers must determine when such an election is appropriate.

Another complexity is identifying and reporting ordinary gain from the sale of Section 751 "hot assets" in a partnership transfer. Tax advisers must thoroughly understand the reporting requirements of a partnership interest or asset transfer.

Listen as our experienced panel provides a practical guide to the tax implications of selling assets vs. interest in transferring a partnership or LLC business.

Outline

  1. Seller's considerations in negotiating the transaction
  2. Buyer's considerations in negotiating the transaction
  3. Impact of the IRS partnership audit regulations
  4. Tax reporting issues and basis adjustment elections
    1. Section 754 election due to transfer or distribution
    2. Section 743(b) adjustments
    3. Section 734(a) adjustments

Benefits

The panel will discuss these and other relevant topics:

  • New IRS partnership audit rules and effect on a buyer’s strategy in purchasing a partnership interest or assets
  • When an entity sale would benefit a purchaser
  • Determining the character of gain or loss upon a transfer
  • Holding period and basis rules for transfers of partial interests
  • Allocating purchase price

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify the critical tax rules that apply to the sale of partnership or LLC interests
  • Ascertain when the "hot asset" rules apply
  • Decide whether it is beneficial to make an IRC 754 election and the impact of that election on basis adjustments
  • Distinguish between the basis adjustment provisions of IRC Sections 734 and 743
  • Establish the most efficient means of structuring a partnership sale to achieve maximum tax benefits

  • 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 other experience preparing complex tax forms and schedules. Specific knowledge and understanding of partnership and LLC structure and agreements, including tax basis, holding periods and character of gain or loss; familiarity with hot asset rules, liquidating distributions, the basis adjustment rules and sales or transfers of partner or LLC member interests.

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).