State Taxation Considerations When Selling Partnership and Other Business Interests
While buyers often review a target company’s state and local tax compliance closely, too often owner-level state and local tax considerations are not on the radar when the sale of a business is negotiated. This course, led by state and local tax attorneys Open Weaver Banks and Daniel Kelly from Hodgson Russ LLP, will address the many state tax considerations that should be reviewed when a business is sold, including sale structuring considerations; characterization and apportionment of gain; sales tax occasional sale exemptions; bulk sale requirements; real property transfer taxes; withholding considerations; and key contract provisions relating to tax representations, indemnification, and control of voluntary disclosures and post-closing audits.
Topics Covered
- Structuring Considerations
- Characterization of Gain
- Timing / Accrual Rules
- Apportionment of Nonresident’s Proceeds
- Sales Tax Implications
- Bulk Sale Requirements
- Withholding Considerations
- Due Diligence
- General Contract Provisions
- Real Property Transfer Taxes
Learning Objectives
- Identify the state and local tax implications of business asset sales versus business stock and other intangible asset sales
- Describe how to properly apportion and allocate different categories of gain from business sales
- Recognize sales and use tax reporting obligations & withholding considerations related to the sale of a business
- Recognize how to manage due diligence processes and review contractual language related to key state and local tax considerations
Level
Basic
Instructional Method
Group: Internet-based
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
None
Advance Preparation
None