TAX23101. A Deep Dive Into Partnerships and S-Corps

Session will cover: Restructuring a Business to Accomplish Tax and Economic Objectives, including planning concepts involving: * dealing with defective S elections and the “double fault” rule * corporate inversion transactions to facilitate the granting of profits interest in an original S corporation environment * facilitating tax effective redemptions * planning to maximize the benefits of §199A in a business involving an SSTB and a non-SSTB * planning to minimize the exposure to “excess” FICA, Medicare, and self-employment taxes All the above presented in the context of the setting of an actual transaction. Partnership Basis adjustments and their impact on tax allocations – a deeper dive into: * Discussing optional basis adjustments under Sec. 754 * Following the life cycle of an optional basis adjustment * Understanding the impact of optional basis adjustments on UBIA for Sec. 199A * Exploring opportunities for book-up under Sec. 704(b) * Discussing the implications of the contribution of appreciated property * Exploring the impact of book-ups and contributions on tax allocation under Sec. 704(c)

Learning Objectives:

• After attending this session, the attendee will better understand S corporation/LLC structuring alternatives, how to deal with defective S eletions and how to effectually plan to maximize Sec. 199A benefits and minimize employment taxes.
• Recognize when optional basis adjustments can be made and how to make them
• Analyze opportunities to adjust basis in partnership assets upon occurrence of certain transactions
• Demonstrate a baseline knowledge of the partnership concepts addressed such as Sec. 754 and Sec. 704(b) & (c)