Gain a better understanding of the rules and issues surrounding corporate and partnership liquidations.
Join our presentation discussing the tax consideration pertinent to business liquidation. The topic will cover the tax treatment upon liquidation to corporations and partnership and each of their shareholders and partners. The presentation will provide an analysis of the current law concerning the tax treatment of these business entities, an overview of when a liquidation occurs, applicable reporting requirements, practical tips, and available planning opportunities.
Learning Objectives
- You will be able to differentiate between corporate and partnership liquidations.
- You will be able to identify corporate liquidation characteristics
- You will be able to recognize Tax Consequences to Liquidating Organization
- You will be able to identify partnership liquidation characteristics
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Overview
- Speaker Introduction and Background
- Background on Topic and the Importance of Understanding Tax Consequences
- Overview of Topic
- Entities Covered
- What Is a Liquidation and the Different Types
- Practical Approach
Corporation
- Tax Treatment to Shareholders
- Corporate Shareholder
- NonCorporate Shareholder
- Gain/Loss
- Tax Consequences to Liquidating Organization
- Treatment Liabilities
- Basis Reduction
- Assumption of Liabilities
- Cod Income and Applicable Exemptions (Bankruptcy)
- Consolidation Group Considerations
- S Corporation Considerations
Partnership
- Liquidating Distributions
- Liquidating Distribution to Partner
- Partnership Termination
- Non Recognition of Gain/Loss
- Series of Distributions
- Liability Relief
- Recapture and 1250 Gain
- Basis of Distributed Property
- Allocation of Basis
- Inside Basis
- Suspended Losses
- Closing Tax Year
Planning Opportunities
- Consolidated Filings; Treas. Reg. §1.1052-13(g)
- Availability of Tax Elections
- Practical Tips to Minimize Tax Liability
Procedural Requirements
- Corporation Must Adopt a Plan of Liquidation
- Filing of Form 996
- Reporting Requirements
Conclusion
Questions and Answers
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on April 26, 2023.
Call 1-866-352-9540 for further credit information.
- AIPB 2.0
- This program is acceptable for 2.0 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- AK CLE 1.5
- Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.7
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.7 hours credit.
- AR CLE 1.5
- This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- CT CLE 1.5
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- HI CLE 1.5
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
- IL CLE 1.5
- This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.75
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.75 hours of CLE credit.
- NH MCLE 1.7
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 99 Minutes.
- NM CLE 1.6
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.6 hours of credit.
- NV CLE 1.5
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
- PA CLE 1.5
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.5
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
- SC CLE 1.65
- This program has been approved by the South Carolina Supreme Court Commission on CLE and Specialization for 1.65 hours of mandatory CLE credit.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
CPE/NASBA - QAS Self Study 2.8 including Taxes 2.8
- Noggin Guru, Inc. dba Lorman Education Services and BankersHub is registered with the National Association of State Boards of Accountancy (NASBA) as a QAS Self Study sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Taxes for 2.8 hours. Prerequisite: . Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: QAS Self Study. Please refer to the information in this advertisement for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Peter Farrell
Baker Botts L.L.P.
- Special Counsel with Baker Botts L.L.P. in Washington, D.C.
- Focuses his practice on U.S., federal income tax matters with a concentration on tax-efficient structures for domestic and international mergers, acquisitions, joint ventures, separations, restructurings, and other reorganizations
- Clients include both public and private companies
- Frequently writes and gives talks on tax-related topics, including transaction structuring, spin-offs, reorganization transactions, renewable energy tax incentives, and the new and pending legislation affecting corporations and passthrough entities
Stephen Weinstein
Baker Botts L.L.P.
- Associate, Baker Botts L.L.P. Washington, D.C. office
- Focuses on U.S. federal income tax matters where he advises clients on mergers and acquisitions, domestic and cross-border transactions, and capital market transactions
- Previously a manager in Ernst & Young LLP’s International Tax and Transaction Services group focusing on U.S. federal income tax matters, mergers and acquisitions tax, and transaction structuring
- Licensed to practice in New York and the District of Columbia
- J.D. degree, valedictorian, Touro Law Center; LL.M. degree in taxation, Georgetown University Law Center
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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