This second course in the two-part series completes the life-cycle of a partnership. The course begins with a discussion of the income tax consequences of sales and bequests of partnership interests on the transferor, transferee, and the other partners. The impact of converting the entity from general partnership to partnership LLC, SMLLC to multi-member LLC, and partnership LLC to SMLLC is also reviewed.
Next, the tax impact of nonliquidating and liquidating distributions to partners is analyzed. The consequences of a partnership termination are also discussed. Subsequently, liquidating distributions to a retiring partner or the successor of a deceased partner are compared with sales to the continuing partners by the retired partner or deceased partner's successor. The course ends with a brief review of estate tax issues relating to FLPs and FLLCs.
The course thoroughly discusses the inside basis adjustments triggered by sales, bequests and distributions with a Sec. 754 election in effect. The course also examines the mandatory Sec. 743 basis adjustments for partnerships with a substantial built-in loss and the mandatory Sec. 734 basis adjustments for distributions involving a substantial basis reduction. Strategies and compliance relating to Sec. 751 assets are also discussed in detail.
Concepts are illustrated with examples including accounting entries and balance sheets. The course focuses on planning opportunities and practice pointers using examples in easy-to-follow PowerPoint presentations to elucidate technical tax issues.
Course materials include a CD containing a fully searchable digital copy of the course manual linked to the full text of every significant tax statute, case, regulation and ruling relevant to this course.
