Buying and Selling a Business: Tax and Structuring Overview

One of the major transactions CPA clients enter into is a purchase or disposition of a business. To help tax professionals in advising those clients, this course offers a comprehensive analysis of the business and tax aspects of buying and selling a business. It is a practical guide to help practitioners and industry CPAs understand structuring techniques. All CPAs, including controllers and executives in industry, should understand how difficult the process of buying and selling a business has become.



  • Understand the CPA’s role in the beginning of the transaction and throughout the process

  • Identify the different tax consequences for various forms of acquired businesses

  • Identify the tax consequences to the seller of various forms of businesses, including the impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction

  • Appreciate §338 and §338(h)(10) elections and the benefits of installment sales



  • An overview of the beginning of the process and documents for preliminary tax planning

  • Recognizing the need for due diligence in acquisitions -- checklists of important points

  • Deemed asset sales -- Is §338 or §338(h)(10) appropriate?

  • The impact of the §197 amortizable intangibles regulations on the acquisition and disposition of a business

  • How to allocate purchase price for tax advantage

  • Planning to avoid double taxation under repeal of the General Utilities doctrine

  • Special problems and opportunities when an S corporation is the buyer or seller

  • Installment sale and interest issues

  • Avoiding tax pitfalls and recognition of tax planning opportunities

  • Unique issues in buying and selling of LLC/partnership interests

  • Impact of the Net Investment Income Tax (NIIT) and the §199A pass-through deduction on the tax due on the sale of a pass-through entity

  • Individually owned goodwill

Additional Information

Designed For

All practitioners who will be involved in the sale of a business



Advanced Preparation



4.00 Taxes


A basic course in partnerships/LLCs; experience with C corporations

Course Number


Level of Knowledge


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