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  • March 25
  • 1:00 - 2:40 pm EST

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OnDemand Course

Sales of U.S. Partnership Interests by Foreign Partners: Sections 864(c)(8) and 1446(f)

March 25

Understand how foreign persons holding interests in entities classified as partnerships are subject to United States federal income tax.

Before 2017, less focus was given to the taxation of foreign partners upon a disposition of a partnership interest as compared to during the operation of a partnership. In July 2017, to the surprise of many practitioners, the United States Tax Court issued the Grecian Magnesite decision, which held that contrary to prior IRS guidance foreign partners were largely not subject to tax on such a disposition, even if the partnership was engaged in a U.S. business. The congressional response was swift. In a manner of months and as part of the legislation commonly referred to as the Tax Cuts and Jobs Act, the Internal Revenue Code was amended to make clear that such dispositions did raise the potential for U.S. tax. The TCJA further enacted a new withholding regime applicable to transferees of such partnership interests as a collection mechanism, similar in structure to the FIRPTA regime. In the months that followed, the IRS has issued notices and proposed regulations, and in October/November 2020, final regulations on the statutory amendments. This topic will offer tax professionals an understanding of the contours of the administrative guidance that has been promulgated in this area to date. The manner of calculating the gain treated as effectively connected with a U.S. business, and amount realized base for withholding, will also be discussed. This topic will explore the exceptions from withholding and required information to satisfy relevant safe harbors and will also identify areas of remaining uncertainty and guidance that the IRS has noted is still forthcoming.

Learning Objectives

  • You will be able to describe how foreign persons holding interests in entities classified as partnerships are subject to U.S. federal income tax upon dispositions of such interests.
  • You will be able to discuss withholding obligations imposed on transferees of interests in entities classified as partnerships where the seller is a foreign person.
  • You will be able to explain the exceptions and limitations on withholding.
  • You will be able to identify opportunities to structure investments by foreign persons in a manner that mitigates the potential for application of withholding rules on exit.

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Why Lorman?

Over 34 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

History
  • Prior to the Enactment of the TCJA
  • TCJA Statutory Amendments
  • Regulatory Guidance Issued Subsequent to TCJA Amendments
Substantive Tax Liability Arising From a Sale of a Partnership Interest by a Foreign Person
  • Tax Liabilities of Foreign Partners Generally
  • Characterization of Gain and Hypothetical Sale of Assets
Liability of Transferees to Withhold on Proceeds
  • Amount Realized Base
  • Determination Date
  • Deadlines and Forms
Exceptions and Limitations on Withholding
  • Available Certifications
  • Information and Parties Necessary for Certain Certifications
  • Maximum Tax Liability Exception
Obligations Imposed on Partnerships in Connection With Dispositions
  • Certifications and Information That Must Be Sourced From the Partnership
  • Residual Liability to Withhold on Distributions to the Transferee
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Why Lorman?

Over 34 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 December 10, 2019.

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.
     
  • NY CLE 2.0 including Areas of Professional Practice 2
     
  • 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 2.00 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).
     
  • CAPP/CAPA
     
  • This is an IAPP qualifying continuing education activity.
     
  • 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 taxation. 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.
     

Who should attend?

This live webinar is designed for accountants, CPAs, attorneys, CEOs, presidents, vice presidents, CFOs, controllers, financial planners, bookkeepers, business owners, enrolled agents, and tax preparers.

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Why Lorman?

Over 34 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

Christopher Marotta

Christopher Marotta

Holland & Knight LLP

  • Partner at Holland & Knight LLP
  • Assists private equity and strategic clients with the tax aspects of acquisitions, divestitures, and restructurings of multinational enterprises
  • Advice given with respect to negotiation of public and private mergers and acquisitions, borrowings, and other credit facilities, as well as joint venture formations involving entities taxed as partnerships
  • Published in the Bloomberg Tax Management Memorandum, the Banking Law Journal, the Journal of Intellectual Property Law & Practice, and the American Bankruptcy Law Journal
  • Admitted to practice in New York and Florida
  • LL.M. degree, New York University School of Law; J.D. degree, University of Wisconsin Law School; B.A. degree, Bowdoin College
  • Can be contacted at 305-789-7412 or [email protected]
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Why Lorman?

Over 34 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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Product ID: 408257
Published 2019, 2021
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