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Surgents Advanced Critical Tax Issues for Limited Liability Companies and Partnerships (132-15)
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The purpose of this course is to provide an in-depth discussion of selected advanced-level issues affecting LLCs and LLPs.

When: 11/9/2015
7:30 AM - 3:45 PM
Where: UACPA Training Facility
136 S Main Street, Suite 510
Salt Lake City, Utah  84101
United States
Presenter: Bob Gilwee
Contact: April Deneault

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


  • Identify the tax and non-tax advantages and disadvantages of LLCs and partnerships
  • Describe how inside and outside basis is affected by liabilities, recourse and nonrecourse
  • Discuss the impact of cash and property distributions
  • 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

Major Subjects:

  • Single-member limited liability companies as an alternative to subsidiaries
  • Cancellation of indebtedness: rules and regulations
  • How the IRS views members or partners for Social Security purposes
  • Special problems when forming an LLC
  • Debt issues and problems in structuring LLCs and LLPs, including loan guarantee issues, recourse and nonrecourse debt, and the at-risk basis rules
  • Distributions: is it just a disguised sale?
  • Death or retirement of a member or partner – Understanding the alternatives
  • Step-up in basis issues -- How to make the computations and elections
  • Property transactions between the LLC/LLP and its members or partners – Inbound and outbound transactions: what to do with built-in gain or loss property
  • Partnership losses: when are they deductible?
  • Material participation rules for LLC members and limited partners: how they affect passive loss issues
  • Continuation and termination of an LLC/partnership in the context of a merger or acquisition
  • Sales of an LLC Interest – holding period, and hot asset issues
  • Impact of the new tax on investment income on the sale of an interest in a partnership or LLC

Designed for:

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


A basic course in LLCs/partnerships or equivalent knowledge and experience


Advanced Prep: None


Speaker: Bob Gilwee

Vendor: Surgent McCoy

Field of Study: Tax

Level: Advanced

CPE Credit: 8 Hours

Acronym: ACTL


Registration Fees:                           
Earlybird (through 10/26) 
$257 $340
Standard (after 10/26)
$285 $340


Meet the Speaker:

Robert M. Gilwee Jr., CPA
Gilwee and Green, LLC/Towson, Maryland
Robert Gilwee is a tax partner in a local accounting firm with over 20 years of practice experience in taxation. His primary areas of expertise are income and estate taxation and international taxation. He has previously held positions with Price Waterhouse Coopers, KPMG Peat Marwick, and Deloitte and Touche. His background includes assistance in resolving tax-structuring issues using LLC's, S-Corporations', etc. He is a frequent discussion leader on a variety of taxation topics. Robert serves as an Adjunct Faculty member of the University of Baltimore and Villa Julie College and is an instructor in the Lambers CPA review course.
Mr. Gilwee is a recipient of the Top Manuscript Award from Price Waterhouse Coopers. He is a member of the AICPA and the Maryland Association of CPAs.

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