Above: Graphical logo for University of San Diego.
This seminar focuses on selected considerations important to lawyers representing closely-held businesses structured to obtain pass-through taxation benefits as limited liability companies, partnerships or S Corporations. Subjects will relate to formation, operation, changes in ownership and termination issues, with emphasis on significant tax issues that must be evaluated for effective representation.
Samples of potential subject matter include income tax treatment of partners, members or shareholders; handling single-member entities; special allocations, treatment of contributions and liabilities, inside-outside basis adjustments, “fish bowl” deemed sale transactions, and other issues material to partnerships; the administrative complexities of qualifying and electing S Corporations, resolving defective qualifications, and dealing with the conversion of corporations from Subchapter C to Subchapter S including the burdens of built-in-gain and excessive passive investment income, and more.
•Choice of Entity Considerations
•Partnerships and Limited Liability Companies (L.L.Cs)
*Structuring the partnership or LLC, and ownership interests—capital
contributions, liabilities, including single member entities, and more
*Pass-through tax treatment of partners and members, including
income, losses, distributions, basis adjustments, and more
*Sale, purchase, exchange and retirement of partnership or
*Acquisitions, reorganization and termination
•Subchapter S Corporations
*Historical summary of Subchapter S of the Internal Revenue Code
* Qualification of electing small business corporations under
Subchapter S, including Qualified Subchapter S Subsidiaries; and
resolution of defective qualifications
* Election, revocation and termination of S Corporation status
* Pass-through tax treatment of shareholders, including income, losses,
distributions, basis adjustments, and more
* Special considerations on conversion from Subchapter C to
Dates: Monday - Thursday, July 16 - 19, 2012 from 4pm – 7:30pm
For more information visit http://www.sandiego.edu/sts/passthrough