Reading Understanding & Structuring LLC Partner-ship Agreements [Surgent]

Full Description

Reading, Understanding, and Structuring LLC & Partnership Agreements From A CPAs Perspective

June 8, 2012

Location:
Alaska Society of CPAs
341 West Tudor Rd. #105
Anchorage, AK 99503

$295 Member Fee
$445 Non Member Fee

Preparation of Form 1065 and Schedules K-1 often require the return preparer to understand the provisions of a partnership or LLC operating agreement. This workshop focuses on the provisions of an agreement or state law that can affect tax reporting and examines sample language used to achieve certain objectives. Accountants should proactively review agreements when a client is engaged, not only to identify any special provisions but also to determine missing provisions that should be brought to the attention of the principals to avoid tax issues down the road. This course provides critical information to tax practitioners who prepare partnership and LLC tax returns.

Major Topics:
State law: what provisions apply when the agreement does not address an issue; what state law cannot be overridden by the agreement
Formation: how does the business handle liabilities?
Capital accounts: distinguishing book from tax; the consequences of differences, options to handle
Distributions and distributive shares: not necessarily the same
Liability management: recourse or nonrecourse; how the investors can change the status
Allocations: Flip-flop, preferring the return of capital, and reduction of investor interest and augmentation of the promoter's interest; structuring preferred returns, guaranteed payments, and special allocations; is a qualified income offset appropriate?
When investors change: deemed distributions; capital account and basis adjustments relate to agreement provisions
Elections: providing the method by which the business may alter the tax basis a tax step up in the basis of assets in a sale, redemption, or retirement of an interest, or the basis of assets distributed; considerations in making the choices

Learning Objectives:
Develop a checklist approach to review partnership and LLC agreements
Identify preparation planning for a partnership or LLC agreement
Who Will Benefit:
CPAs who are responsible for helping structure an LLC or partnership, and CPAs who prepare tax returns for these entities
Level of Knowledge: Advanced
Prerequisite: Experience with partnership/LLC clients; an intermediate course in partnerships/LLCs
Advanced Preparation: None
New: Yes
Credits: 8
Field of Study: Taxes
Acronym: RUSA
Discussion Leader: Pamela J. Davis-Vaughn is a general practitioner providing accounting, tax, and consulting services to clients across the United States from her office in Painted Post, New York. She has designed and taught undergraduate and graduate courses in state and local tax at Texas universities, including Baylor and Texas Tech, and has been a highly rated speaker at the Controllers Roundtable, a sponsored event for controllers of automobile dealerships in Texas. In addition to her accounting practice, Pam and her husband, Darryl, are owners of One Main Place Farms, an organic farming operation located in upstate New York.
Pam has over 25 years of experience in both public and private accounting sectors. Her public experience ranges from a Big Four firm where she assisted several Fortune 500 companies in restructuring their operations to provide state income and franchise tax savings, participated on the mergers and acquisitions team, and served as the Southwest Area Employment Tax practice leader to providing tax consulting services for closely held businesses of a 16-partner, 100-staff Dallas CPA firm. Her experience in the private sector as CFO of a Dallas based manufacturer servicing the telecom industry and Tax and Accounting Manager of a large independent oil and gas company provides her with significant insight into the challenges faced by those practicing in industry.
Pam holds a BS degree in Business and Accounting from the University of Kansas, an MBA from Wichita State University, and has completed post-graduate work in International Tax at New York University. She holds a license to practice in Kansas, Texas, and New York.