This seminar is designed for attendees who have a basic understanding of what partnerships, LLCs, LLPs and LLLPs are, what these initials stand for and how they operate. This seminar is designed to then improve upon this basic understanding and focus attendees on more of the advanced topics associated with how these entities work and why they should or should not be utilized in a given situation. Recent tax law changes will be discussed.
8:30 a.m. - 10:15 a.m.
- Quick overview of choice-of-entity options in Florida
- Latest developments on status of new limited partnership law in Florida (RE-FRULPA)
- Latest developments on 2004-2005 partnership tax law changes
- Detailed look at issues facing practitioners when reviewing or drafting agreements
- Accounting perspectives when dealing with partnership tax and accounting issues
- Practical tips on how to pick between the LLP, LLC and LLLP
- What every practitioner needs to know about changes made under Circular 230
I. Overview Of The LLP, LLC And LLLP (And Other Entity Options) In Florida
II. Factors Impacting Choice-Of-Entity Decisions
10:15 a.m. - 10:25 a.m.
10:25 a.m. - 12:30 p.m.
III. Operational Issues
A. Formation And Other Organizational Issues
B. Overview Of Federal Taxation Of Pass-Through Entities
C. Overview Of State Taxation Of Pass-Through Entities
12:30 p.m. - 1:30 p.m.
Lunch (On Your Own)
1:30 p.m. - 2:30 p.m.
IV. Considerations When Drafting Agreements
A. Securities Laws
B. Definitions And Formats
C. Business Purpose And Powers
D. Members And Capital Contributions
E. Allocations And Distributions
F. Rights And Duties Of Members
G. Rights, Powers And Duties Of Managers
H. Accounts, Reports And Access To Records
I. Buy-Sell Agreements
L. Covenants, Representations And Warranties
M. Miscellaneous Provisions
N. Schedules And Capital Contributions Agreements
V. Other Advanced Topics
A. The Complexity Of Converting Entities
B. The Complexity Of Merging Entities
C. The Complexity Of Dividing Entities
D. The Complexity Of Reorganizing Entities
E. The Impact Of Recent Changes In The Regulations
F. Designation Of A Tax Matters Partner
2:30 p.m. - 3:20 p.m.
VI. Operational Issues Accounting Perspectives
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.
VII. Picking Between The LLP, LLC And LLLP (Practical Tips)
4:00 p.m. - 4:30 p.m.
VIII. Ethical Considerations Legal Perspectives
IX. Ethical Considerations Accounting Perspectives