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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Tax

Date & Time
  • event Date

    Thursday, September 22, 2022

  • schedule Time

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

  • 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.

$247.00
CPE
ALL

This course will discuss performing due diligence for state and local tax obligations for business purchases and sales. Our panel of income tax veterans will explain determining filing obligations in specific states, identifying unusual or unexpected state taxes, and how to protect both parties from unanticipated future liability.

Faculty

George W. Rendziperis
Managing Director, State and Local Tax
Hancock Askew & Co., LLP

Mr. Rendziperis provides state and local tax advice to companies in the financial services, private equity, real estate, technology, manufacturing, oil and gas, and service sectors. He has more than 15 years of experience advising clients on controversy, litigation, planning, implementation and compliance issues related to income and franchise tax, sales and use tax, excise and property taxes, unclaimed property, and tax incentives and credits.

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James A. Ortiz
Principal, State and Local Tax
REDW, LLC

Mr. Ortiz concentrates on the State & Local Tax field, specializing in sales and use tax, and multistate income tax. He also regularly prepares and provides audit defense for state and federal tax credit filings. Prior to joining REDW, he worked at the New Mexico Taxation & Revenue Department in a variety of roles, including serving as an auditor in the Audit & Compliance Division, as well as developing internal procedures for auditing specialty refund claims.

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Description

Identifying tax risks when acquiring a business is particularly important. Each state is different, and states have a wide array of taxes that a business may owe, including income, franchise, sales and use, and gross receipts taxes. Additionally, there could be local or jurisdictional obligations as well.

Purchasing a business' assets, as opposed to stock, does not alleviate the buyer's obligations if the seller was not compliant with SALT rules. California, like most states, offers an occasional sales exemption from sales tax. However, unlike most states, this exemption does not apply to the sale of business assets, triggering significant, often unexpected, sales tax liability.

Sales and use taxes and employee withholding are trust fund taxes. Most states allow collecting these withheld taxes from the company, its owners, officers, and any successor entity or assets. Tax advisers working with businesses need to be aware of potential state tax issues that could arise when buying or selling a business.

Listen as our panel of SALT experts explains how to identify and analyze state and local tax risks associated with acquiring or selling a business.

Outline

  1. SALT due diligence: an overview
  2. Financial statements
  3. Nonfilings
  4. Economic nexus
  5. Audits and refund claims
  6. Specific taxes
  7. Other inquiries
  8. Recent cases

Benefits

The panel will review these and other critical issues:

  • Analyzing nexus and potential state income tax obligations in states for business purchases
  • Determining whether sales and use tax obligations are current
  • Avoiding exposure to unanticipated state and local tax filing and reporting obligations
  • Determining how asset vs. stock sales may affect SALT obligations in specific states
  • Handling nonfilings for potential business acquisitions

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Determine when a business may have economic nexus, unfiled returns, and state income tax liability in specific states
  • Ascertain best steps to remedy nonfilings
  • Identify specific states with potentially unanticipated filing obligations for sales and purchases
  • Decide types of state and local taxes businesses may be obligated to pay

  • 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 preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of SALT taxation, nexus and apportionment as it applies to multi-state businesses.

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.