This program will focus on the basic and practical considerations involved in the choice of business entities. The course will discuss the benefits and disadvantages of using the various entities from both a taxation and business perspective. In particular, information will be provided with respect to the formation and operation of each type of entity. The program will emphasize common tax concerns during the life of the entity. The faculty will explain what these entities are, how they work and why they should be used. Limited liability companies (LLCs) have become the entity of choice for many property transactions, business ventures and estate planning strategies across the country. This seminar also offers insight and strategies for addressing issues that arise when entities make various distributions.
- Choice of entity - general considerations and tax considerations
- Fiduciary obligations and minority rights
- Formation and operation
- Estate planning issues
- Family limited partnerships
- Impact of distributions
- The attendee will be able to discuss choice of entity.
- The attendee will be able to identify factors in organizing and operating.
- The attendee will be able to review distributions.
8:30 a.m. - 9:20 a.m.
I. Choice Of Entity General Considerations
B. Sole Proprietorship
C. Joint Venture
D. General Partnership
E. Limited Partnership
F. Limited Liability Partnership
H. Limited Liability Company
9:20 a.m. - 9:50 a.m.
II. Choice Of Entity Tax Considerations
A. Regular Taxable Corporations
B. Subchapter S Corporations
C. Interaction Between S Corporation And C Corporation Rules
D. Taxation Of Partnerships; Including Limited Liability Companies
E. Check The Box Regulations
F. Returns And Reports
9:50 a.m. - 10:00 a.m.
10:00 a.m. - 10:40 a.m.
A. Formation: Articles Of Incorporation, Articles Of Organization, Partnership Agreement
B. Operation: Bylaws, Operating Agreement, Minutes, Certificates
C. Issues To Consider When Drafting Documents
D. Returns And Reports
10:40 a.m. - 11:15 a.m.
IV. Factors In Organizing And Operating
A. Formation; Transaction Costs
B. Capital Structures And Contribution Requirements
C. Governance, Management And Control
D. Ability To Raise Additional Capital
E. Transferability Of Interests; Liquidity
F. Partner/Member/Shareholder Liability
G. Mandatory Or Optional Buy-Outs
H. Transfers Between Entities
I. Meetings And Records
11:15 a.m. - 12:00 p.m.
V. Tax Factors In Organizing And Operating
A. Contributions Of Property
B. Issuance Of Interests In Exchange For Services
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 1:45 p.m.
V. Tax Factors In Organizing And Operating
C. Other Issues Section 1244
D. Taxation Of Entity And Its Owners
E. Partnership Considerations
F. Method Of Accounting
G. Accounting Period
H. The 'At Risk' Rules
I. Passive Loss Rules
J. State And Local Taxation
K. Other Tax Considerations
L. Types Of Transfers To Entities Post Formation
M. Estate And Gift Tax Planning Uses
1:45 p.m. - 2:30 p.m.
VI. Distributions From Closely Held C
A. Double Taxation
B. Effect Of Distributions On Shareholders
C. Alternatives To Dividend Distributions
D. Constructive Distributions
2:30 p.m. - 2:40 p.m.
2:40 p.m. - 3:00 p.m.
VII. Distributions From S Corporations
A. Items Unaffected By S Corporation Status
B. From Former C Corporation vs. 'Pure' S Corporation
C. Classification For Former C Corporations
D. Tax Effect Of Classification
E. Election To Distribute Earnings And Profits (E And P)
F. Election To Make A Deemed Dividend
G. Effect Of Distribution On Shareholders' At-Risk Basis
H. Alternatives To Dividend Distributions
I. Distribution Of Property
J. Distribution In Liquidation
3:00 p.m. - 3:30 p.m.
VIII. Distributions From Partnerships And Limited
A. Overview Of Distributions From Partnerships Or LLCs
B. Current Distributions
C. Liquidating Distributions
D. Basis Adjustments
E. Disproportionate Distributions
F. Disguised Sales
G. Retirement And Death Of A Partner
H. Termination Of Partnership (Section 708)
3:30 p.m. - 4:00 p.m.
IX. Dissolution And Exit Strategies
A. Tax Considerations
B. Individual Withdrawals
C. Termination Of Entity
D. Mechanics Of Dissolution
E. Tax Termination Compared To State Law Dissolution
F. Treatment Of Seller Partner
G. Treatment Of Transferee
H. Deferred Sales
I. Gifts Of Interests
J. Abandonment Of Interests
K. Payments To Retired Partners
L. Shifts On Percentage Interest
M. Elective Basis Adjustments (Sections 734 And 743)
4:00 p.m. - 4:30 p.m.
X. Fiduciary Duties And Other Considerations
A. Duties, Rights And Responsibilities Of Parties
B. Conflicts Of Interest
D. Exactly What Limited Liability Is Provided?
E. Corporate Governance Issues