EXPIRED Course Information
FLPs And LLCs: Important Drafting Issues and Income Tax Issues When Forming And Dissolving — 3.5 Kentucky General Credits

In this 3.5-hour, July 31, 2012 presentation, Louis A. Mezzullo, a partner in the Rancho Santa Fe, CA offices of McKenna Long & Aldridge LLP, examines two significant areas of consideration when creating Family Limited Partnerships (FLPs) and Limited Liability Companies (LLCs)

Part 1 - FLPs And LLCs: Important Drafting Issues
This 1.75-hour segment offers a thorough analysis and explanation of the numerous, and important, issues to be addressed when drafting FLP and LLC Agreements. In addition, Mr. Mezzullo gives valuable suggestions on how to handle those issues.

Major Topics Include:

• Introduction: State Law Issues

business purpose; economic arrangement between partners or members

management structure

dissolution, liquidation and withdrawal

• Classification For Income Tax Purposes

pre-1997 and post-1996 rules

• Estate Planning Issues

special valuation rules; other estate and gift tax issues

• Other Tax Considerations

cash method of accounting; special allocations

contributions of appreciated property Introduction: State Law Issues

constructive termination; basis adjustments; passive losses

more

• Nontax Benefits

management of assets; reduced expenses

creditor protection; investment policies

Part 2 - FLPs And LLCs: Income Tax Issues When Forming And Dissolving
This 1.75-hour talk gives a useful explanation of the income tax issues which should be addressed both when an FLP or an LLC is formed and when it is dissolved. To provide a practical illustration of these issues, Mr. Mezzullo goes through several factual examples.

Major Topics Include:

• Formation Of The Entity

investment company issues

contributions of assets subject to liabilities

disguised sales

• Distributions Subject To Gain Recognition

general rule

gain provisions

distribution gain

precontribution gain

disproportionate distributions

avoiding gain on distributions

• Four Examples

disproportionate distribution to one member

distribution to a member in liquidation of donor's/member's interest

distribution liquidating a donee's/member's interest

liquidation after parents' death

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