Gain a better understanding on what a disguised sale is and the role of liabilities in partner to partnership disguised sale determinations.
Many taxpayers make investments or operate businesses through entities that are treated as partnerships for U.S. federal income tax purposes, including limited liability companies, limited partnerships, and many foreign entities. A key factor that drives the popularity of partnerships is that many transactions involving partnerships, such as contributions of property to a partnership and distributions of cash from a partnership, can generally be accomplished tax-free. However, the partnership disguised sale rules under Section 707 of the Internal Revenue Code set many traps for the unwary that may result in otherwise tax-free transactions being treated as taxable sales. The disguised sale rules’ ambit can capture even innocuous ordinary course transactions and result in unexpected tax liability. This material will provide an overview of these disguised sale rules, with an emphasis on disguised sales of property from a partner to a partnership, the key exceptions to partner to partnership disguised sale treatment, and how assumptions by the partnership of a partner’s liabilities factor in to these disguised sale rules. This topic is critical for practitioners and taxpayers that want to maximize the U.S. federal income tax benefits of partnerships while avoiding unexpected pitfalls.
Learning Objectives
- You will be able to define a disguised sale for purposes of Subchapter K of the Internal Revenue Code.
- You will be able to identify potential disguised sale issues in a transaction.
- You will be able to discuss the key exceptions to disguised sale treatment.
- You will be able to explain how different types of liabilities assumed by a partnership impact disguised sale treatment.
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Why Lorman?
Over 33 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
| What Is a Disguised Sale? | |
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| Exceptions to Partner to Partnership Disguised Sale Treatment | |
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| Role of Liabilities in Partner to Partnership Disguised Sale Determinations | |
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Why Lorman?
Over 33 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 November 10, 2017.
Call 1-866-352-9540 for further credit information.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
Live Webinar Registration
- AIPB 2.0
- This program is acceptable for 2.0 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- 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 State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. 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 Business Center, LLC. 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).
- 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.
- ME CLE 1.5
- This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
- NH MCLE 1.6
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 95 Minutes.
- NJ CLE 2.0
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 2.0 hours of total CLE credit.
- NV CLE 1.5
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
- NY CLE 2.0 including Areas of Professional Practice 1.5
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 2.0 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- 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 2.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 2.0 hours of CLE credit.
- VT CLE 1.5
- This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
- WI CLE 2.0
- This program has been approved by the Board of Bar Examiners for 2.0 hours for use toward the Wisconsin Mandatory CLE requirement.
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
Enrolled Agents 2.0
- This program qualifies for 2.0 hours of Continuing Education Credit for enrolled agents under Treasury Department Circular #230 Section 10.6(g).
CPE 2.0 including Taxes 2
- Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a 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: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 2.0 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Taxes for 2.0 hours. Prerequisite: basic knowledge of general accounting. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure 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.
Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
- Lorman Business Center, LLC. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Taxation for 2.0 hours.
Who should attend?
This live webinar is designed for accountants, CPAs, attorneys, CEOs, presidents, vice presidents, CFOs, controllers, business owners, enrolled agents, bookkeepers and tax preparers..
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Why Lorman?
Over 33 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
Leo Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
- Associate in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions
- Practice includes significant work advising multinational companies in connection with domestic and cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions
- Co-author of the United States chapter of The Inward Investment and International Taxation Review
- LL.M. degree in taxation and J.D. degree, summa cum laude, Boston University School of Law
- Can be contacted at [email protected]
Paul Schockett
Skadden, Arps, Slate, Meagher & Flom LLP
- Partner in the Washington, D.C. office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U .S. federal income tax matters, with particular focus on U.S. and cross-border transactions
- Practice includes significant work involving the tax aspects of partnership transactions and renewable energy project finance
- Frequently writes and lectures on tax-related topics, including partnership taxation, M&A transaction structuring, tax aspects of troubled company workouts, and renewable energy tax benefits
- Can be contacted at [email protected]
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Why Lorman?
Over 33 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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