This seminar is designed for attorneys, accountants, presidents and vice presidents, CFOs, controllers, business owners and managers, tax managers, CFPs and enrolled agents.
In the past several years, Florida and other states have legislatively created a variety of entities taxed as partnerships for federal income tax purposes, including limited liability companies, limited liability partnerships and limited liability limited partnerships. These entities, along with general partnerships and limited partnerships, create a maximum amount of flexibility for practitioners and their clients. The course will enable attendees to effectively advise their clients regarding the benefits and disadvantages of using the various entities from a taxation and liability perspective.
Topics to be discussed include:
Overview Of The LLP, LLLP And LLC In Florida
Procedures For Formation Of Entity
Federal And State Taxation Of Pass-Through Entities
Operational Issues Legal And Accounting Perspectives
Ethical Considerations Legal And Accounting Perspectives
8:30 a.m. - 10:15 a.m.
I. Overview Of The LLP, LLLP And LLC
(And Other Entity Options) In Florida
A. Sole Proprietorship/Single-Member LLC
B. General Partnership And The Limited Liability Partnership
C. Member-Managed Limited Liability Company
D. Limited Partnership And The LLLP
E. Manager-Managed Limited Liability Company
F. S Corporation
G. C Corporation
H. Other Options (Business Trusts, Land Trusts, REITs, etc.)
I. New Developments In The Law
II. Factors Impacting Choice-Of-Entity
B. Liability Issues (Piercing-Of-The-Veil; Charging Orders)
C. Tax Treatment/Tax Issues
D. Active Trade Or Business vs. Passive
E. Capital Intensive Or Service-Based
F. Going Public Or Staying Private
G. Tolerance For Complexity
H. Clarity Of Law/Choice Of Jurisdiction
III. Procedures For Formation Of Entity
A. Formation Procedures And Filing Costs
B. Changing From One Entity To Another
C. Foreign Filings
D. Fictitious Name Filings And Other Intellectual Property Issues
E. Other Organizational Issues
10:15 a.m. - 10:25 a.m.
10:25 a.m. - 12:30 p.m.
IV. Federal Taxation Of Pass-Through
A. Distinguishing Partnerships From Disregarded Entities
B. Tax Uses For Disregarded Entities
C. Checking-The-Box To Become A Corporation
D. Comparing Corporate Tax Treatment
E. Foreign Entities (Per Se Corporations)
F. Contributions And Start-Up Issues
G. Overview Of Partnership Taxation
H. Allocation Of Income And Losses
I. Limitations On Use Of Pass-Through Losses And Credits
J. Distributions, Dissolutions And Sales Of Interests
K. Compensation, Self-Employment Taxes And Fringe Benefits
L. Converting Entities To/From Limited Liability Status
M. Other Tax Considerations
V. State Taxation Of Pass-Through Entities
A. State Income Tax
B. Florida Intangible Tax
12:30 p.m. - 1:30 p.m.
Lunch (On Your Own)
1:30 p.m. - 2:30 p.m.
VI. Operational Issues Legal Perspectives
A. Charter/Formation Documents
B. Understanding Source Statute (RUPA, RULPA, LLC Act)
C. Special Rules Governing Professionals, Tax-Exempt Entities
D. Agreement Governing Operations (Partnership And Operating Agreements)
E. Liability Issues (Piercing-Of-The-Veil; Charging Orders)
F. Fiduciary Duties
G. Management, Voting And Control
H. Indemnification And Insurance
I. Incentive Compensation/Options
J. Transferability Of Interests
L. Mergers And Conversions
M. Dispute Resolution
N. Choice Of Jurisdiction
2:30 p.m. - 3:20 p.m.
VII. Operational Issues Accounting
A. Permissible Tax Years
B. Accounting Methods
C. Allocations Of Income, Losses And Credits
D. Distributions Of Property
E. Transfers Or Terminations Of Interests
F. Federal Tax Return/K-1 Preparation
G. State Tax Return Issues
H. Financial Statements/Other Issues
3:20 p.m. - 3:30 p.m.
3:30 p.m. - 4:00 p.m.
VIII. Picking Between The LLP, LLLP And
LLC (Practical Tips)
A. Why Or Why Not A LLC?
B. Why Or Why Not A LLP?
C. Why Or Why Not A LLLP?
D. Why Or Why Not A S Corporation Or C Corporation? Other Entity?
E. Fixing A Poor Choice Or Changing Choices Due To Changing Times
4:00 p.m. - 4:30 p.m.
IX. Ethical Considerations Legal
X. Ethical Considerations Accounting