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Limited Liability Companies: Losses, Liquidations, Terminations, Continuations, and Sales (ACL4)

  • Format Self-Study Download
  • Credits 4.00
  • Level Advanced
  • Field of Study Taxes (Technical) (4)


The purpose of this course is to provide an in-depth discussion of selected advanced-level issues affecting LLCs and LLPs.

Major Topics:

  • When are distributions taxable?
  • Miscellaneous issues, including the critical difference between §736(a) and §736(b) payments
  • Sales of an LLC interest -- holding period and hot asset issues
  • Tax Cuts and Jobs Act of 2017 partnership and LLC provisions, including latest updates on §199A as it shakes itself out

Learning Objectives:

  • Identify when distributions are taxable, including disguised sales and the tax on pre-contribution gain
  • Discuss the tax consequences of a liquidation of a partner’s interest
  • Describe the options when a partnership terminates or continues following an acquisition or merger 
  • Explain the tax consequences of a sale of an interest and distinguish such consequences from the tax consequences when a partnership or LLC is acquired or merges into another LLC or partnership
  • All four of the above bullet points offer options; the practitioner must understand the various tax consequences of the options

Who should take this course:

CPAs with clients using the LLC or LLP structure who need to understand advanced issues, problems, and planning strategies

A beginning course in LLCs/partnerships; experience with LLC/partnership clients





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