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

    Wednesday, August 6, 2025

  • 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.

  • 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 accounting and tax professionals with a review of tax considerations involved with purchasing and selling a partnership or LLC interest. The panel will address the allocation of income gains and losses and discuss tax implications on both the buy and sell sides.

Faculty

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.

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Phillip W. Desalvo
Principal
KPMG Law, LLP

Mr. Desalvo is a Principal in KPMG’s National M&A Tax practice and is based in the firm’s Chicago office, specializing in private equity mergers and acquisitions deal work, including partnership and corporate tax matters, structure consultation on public equity offerings, and general deal management. He is also a founder of KPMG’s Partnership Transactions Group, which focuses on tax and structuring consultation related to a variety of complex partnership transactions. Mr. Desalvo has experience working with leading private equity investment firms and their portfolio companies and assists his clients throughout all stages of transactions including acquisition structuring, execution, post-closing integration, and divestiture planning. His transaction execution experience includes evaluation of tax risk factors, availability of tax attributes (e.g., basis step-ups, net operating losses, tax credits, etc.), transaction structuring and exit planning, including umbrella partnership C corporation ("Up-C") and synthetic master limited partnership yield vehicles ("YieldCo") planning for initial public offerings.

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Description

Tax treatment of sales of interests in LLCs and partnerships is complicated and confusing for the unprepared. Our panel of veteran tax advisers will offer their experiences and best practices for tax accountants to avoid the most costly mistakes.

Advisers who grasp only the top-level tax consequences for the seller of a partnership interest are not adequately prepared. Even experienced tax advisers can falter with concepts like tax basis, holding periods, and character of gain or loss--some of the complex characteristics determined by different IRS rules.

Our panel will identify opportunities to minimize tax consequences in the disposition of an LLC or partnership interest. Selling an interest often requires considering profits or capital interests and whether an interest is subject to vesting.

Listen as our panel examines the complex tax rules for transferring LLC and partnership interests, discusses the allocation of income gains and losses, and offers best practices for structuring transactions to obtain desired tax outcomes for the buyer and seller.

Outline

I. Tax rules related to sales or transfers of LLCs or partnership interests

A. General rule

B. Section 751 "hot asset" rules

C. Purchaser issues

D. Liquidating distributions (redemptions of partnership interest)

E. New state pass-through entity taxation considerations

II. Special situations

A. Mergers and consolidations

B. Disguised sales of partnership interests

C. Debt-for-equity exchanges and transfers

D. IRC Section 1446(f) withholding on sales by foreign partners

III. Tax issues: basis adjustment rules

A. Section 754 election due to transfer or distribution

B. Section 743(b) adjustments

C. Section 734 (b) adjustments

Benefits

The panel will review these and other key points:

  • Tax differences that result from choosing between the sale or redemption of a departing partner's interest
  • Whether a sale or redemption of other partners will create a taxable event for the remaining owners
  • How to determine the character of gain or loss upon a transfer
  • Holding period and basis rules for transfers of partial interests
  • Planning techniques to navigate self-employment taxes

NASBA Details

Learning Objectives


After completing this webinar, you will be able to:

  • Identify the tax rules that apply to the sale of partnership or LLC interests
  • Ascertain when the "hot asset" rules apply
  • Determine what basis adjustments are required when a partnership interest is transferred
  • Establish that the rules governing liquidating distributions are fulfilled
  • Discern the differences between types of merger transactions and how they are treated by the IRS
  • Decide whether it is beneficial to make an IRC 754 election and the impact of that election on basis adjustments
  • Recognize how IRS audit provisions impact partnerships and partnership sales

  • 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 pass-through taxation, including taxation of partnerships, S corporations and their respective partners and shareholders.


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).