Available for on-site presentation only at this time.
This seminar is designed for accountants with three-plus years of experience. The faculty will explain what partnerships, LLCs and LLPs are, how they work and why they should be used. All recent tax law changes will be discussed.
- Limited liability company management and operations
- Entity taxation, compliance and planning considerations
- Flexibility of entities taxed as partnerships
- Estate planning: family limited partnerships and family LLCs
8:30 a.m. - 9:35 a.m.
I. Piercing The Corporate Veil Of
Connecticut Limited Liability
B. The Limited Liability Company Act
C. Application Of Corporate Law Principles To LLCs
D. Review Of The Veil-Piercing Principles In Connecticut
1. Instrumentality Rule
2. Identity Rule
E. Single-Member Limited Liability Companies
II. Limited Liability Company
Management And Operations
B. Operate As A Separate Company
C. Personal Liability Of Decision-Makers
D. Other Formalities To Avoid Personal Liability
E. Annual Considerations
F. Annual Actions Taken By Counsel
G. General Operating Requirements
III. Partnership Antiabuse Rules
9:35 a.m. - 11:55 a.m.
(Break 10:40 a.m. - 10:50 a.m.)
IV. Entity Taxation, Compliance And
1. Choice Of Entity
2. Taxation Of Entity And Its Owners
B. Compliance Considerations
1. Self-Employment Tax
2. Basis Step-Up Under 754
3. Basis, Losses, At Risk
C. Planning Considerations
1. Basis Rules For Contributions And Distributions Of Property, Including Liability Considerations Under 752
2. Special Allocations And Substantial Economic Effect Under 704(b) And 752 – Minimum Gain Charge Back, Qualified Income Offset And Deficit Restoration Obligation
11:55 a.m. - 12:55 p.m.
Lunch (On Your Own)
12:55 p.m. - 1:30 p.m.
V. Flexibility Of Entities Taxed As
A. Advantages Over Corporations
B. Common Economic Arrangements
1. Capital Interests
2. Profits Interests
3. Compensatory And Non- Compensatory Options
4. Restricted Interests
5. Special Allocations
a. Disproportionate Profit And Loss Allocations
b. Profit And Loss Chargebacks
c. Target Capital Accounts
C. Recent Developments
D. Tips To Follow And Pitfalls To Avoid
1:30 p.m. - 2:05 p.m.
VI. Estate Planning: Family Limited
Partnerships And Family LLCs
A. Overview Of Benefits Available
B. Audit Risk
1. Overview Of IRS Challenges
2. Recent Case Law Developments
C. Tips To Follow And Pitfalls To Avoid
1. Consulting Clients On Risks And Rewards
3. Achievable Discounts
4. Drafting Agreements – Minimizing Audit Risk And Maximizing Discounts
2:05 p.m. - 2:15 p.m.
2:15 p.m. - 3:30 p.m.
VII. Buy/Sell And Restrictions On
VIII. Relationships Among Members Of
3:30 p.m. - 4:30 p.m.
IX. ESOPs As A Succession And Liquidity
Tool For Privately Owned Companies
B. Succession Planning Alternatives: Liquidity Strategies
C. Structuring (Bank Supported) Seller-Financed § 1042 With ESOP
D. §1042 vs. Non-1042 Transaction
E. Stock Redemption STREESOP(sm) Transaction
F. Avoiding ESOP Downsides