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Who should attend Advanced Partnerships, LLCs And LLP And ESOPs
This one-day seminar is designed for attorneys, accountants, controllers, CFOs, business owners, presidents, vice presidents, tax managers, financial planners, real estate professionals, enrolled agents and lenders.
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Advanced Partnerships, LLCs And LLP And ESOPs  

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This one-day seminar is designed for attorneys, accountants, controllers, CFOs, business owners, presidents, vice presidents, tax managers, financial planners, real estate professionals, enrolled agents and lenders.

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Seminar Summary:

This seminar will cover what partnerships, LLCs and LLPs are, how they work and why they should be used. (see full course description)

 
 
 

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Training Course Syllabus:


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.

Seminar highlights:

  • 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 Companies

A. Overview

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

A. Overview

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 Planning Considerations

A. Overview

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 Partnerships

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

2. Appraisals

3. Achievable Discounts

4. Drafting Agreements – Minimizing Audit Risk And Maximizing Discounts

2:05 p.m. - 2:15 p.m.

Break

2:15 p.m. - 3:30 p.m.

VII. Buy/Sell And Restrictions On Transfers

VIII. Relationships Among Members Of Partnerships/Governance

3:30 p.m. - 4:30 p.m.

IX. ESOPs As A Succession And Liquidity Tool For Privately Owned Companies

A. Overview

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

Seminar Summary:

This seminar will cover what partnerships, LLCs and LLPs are, how they work and why they should be used. (see full course description)

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