Spring 2005
TAX 775 Partnerships
and Limited Liability Entities
A study of subchapter K of the Internal Revenue Code and regulations pertaining to that Subchapter. The tax problems associated with partnership formation, operation, liquidation and distributions are covered. Acquisitions of a partnership interest, problems associated with a partner’s guaranteed payment, optional basis adjustment of partnership property and other current materials are examined. The tax ramifications of Limited Liability Companies (LLC) and Partnerships (LLP) are discussed.
Tax 620 (tax accounting) and Tax 760 (tax research).
This course will provide the participant the knowledge to identify and resolve various tax issues pertaining to Partnerships, Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs). An emphasis on the practical application of partnership taxation is the primary goal.
Partnership Taxation, Volumes 1 and 2, Abridged Edition; Warren, Gorham & Lamont; Authors: Arthur B. Willis, John S. Pennell, Philip F. Postlewaite and Richard M. Lipton (5th edition). ISBN 0-7913-5294-3
Internal Revenue Code of 1986, as amended, and current regulations.
The class meets once a week for 14 weeks. Each class is one hour and fifty minutes. Chapter readings and assigned homework should average between 4 to 6 hours per week.
This course will integrate lecture, class discussion, review of problems, and independent research, all of which will involve a substantial commitment on the part of the students and the Professor. Students should keep up-to-date with the class throughout the semester. Participation in class discussions and problem-solving exercises is expected.
Spring 2005
TAX 775 Partnerships and Limited
Liability Entities
Students are expected to come to class prepared – meaning they have read the chapter(s)/Code Sections to be covered for each session and have completed all assigned homework to the best of their ability.
Students are asked to refrain from using cell phones and beepers during class. If you need to be accessible, set the telephone or beeper on vibrate mode and discretely excuse yourself.
Students will be withdrawn by the Professor for more than 2 unexcused absences.
Make-up examinations will not be given except at the Professor's discretion for most unusual circumstances.
Class participation 10%
Mid-Term 45%
Final 45%
Each exam is open-book
format.
The student's
grade will be determined as follows:
Grade Percentage
A 90 and above
(4.00)
A- 86.67-89.99 (3.67)
B+ 83.33-86.66 (3.33)
B 80.00-83.32 (3.00)
B- 76.67-79.99 (2.67)
C+ 73.33-76.66 (2.33)
C 70.00-73.32 (2.00)
C- 66.67-69.99 (1.67)
F <66.67 (0.00)
Class Participation
Evaluations of class participation will be based on the instructor’s periodic assessment of each student’s contribution to the class sessions. Students may feel that this process results in a very subjective evaluation of one’s talents. But, when these observations are spread over a significant
period of time, reasonable conclusions can be drawn about an individual’s abilities. Both the quality and quantity of each student’s contributions are important.
Spring 2005
TAX 775 Partnerships and Limited
Liability Entities
Adherence to
Office Hours
My office is located in Lorber Hall – room 307. I am available during office hours or by
appointment. If the posted hours are inconvenient for you, call 516-299-3279 to contact
by telephone.
My e-mail address is
My home page address is
http://myweb.cwpost.liu.edu/cbarraga/
WebCT
The course syllabus, selected notes and materials, internet
links, class e-mail, discussion postings, and student grades will be available
on WebCT. http://webct2.liu.edu/webct/public/home.pl
Spring 2005
TAX 775 Partnerships and Limited
Liability Entities
Materials to be Covered
|
Topic |
Assignment |
|
Introduction |
§§761(a) and 703(b); §7701(a)(2) and (a)(3); Reg. §§301.7701-1,2,3,4; ¶1.01, ¶1.03, and ¶1.06 |
|
Income and Credits, Partnership Computations and Partner’s Distribution Share, Partner’s Share of Liabilities |
§§701-704 and §752 ¶5.01(3), ¶¶6.01-6.03, ¶10.04 and¶10.08 |
|
Nonrecognition of Gain or Loss |
§721 and ¶4.02 |
|
Basis of Contributing Partner’s Interest |
§722 and ¶¶5.01-5.04 |
|
Basis of Property Contributed to Partnership Unrealized Receivables, Inventory and Capital Loss Property |
§§723-724 and §751 (c) and ¶¶4.03-4.06 |
|
MIDTERM EXAMINATION |
|
|
Partner’s Interest, Taxable Years, Transactions Between Partner and Partnership, Continuation of Partnership |
§§705-709 and §444(a)-(c); ¶¶ 11.03-11.04 and ¶16.02 |
|
Recognition of Gain or Loss on Distributions, Basis of
Distributed Property, Partner’s Interest |
§§731-733 and ¶¶6.04-6.05 |
|
Effects on Basis, Gain or Loss on Distributions |
§§734-737 and §§751-755; ¶¶12.01-12.04 and ¶¶15.01, 15.02, 15.03, 15.05 and 15.06 |
|
Transfers of Interest in a Partnership |
§§741-743 and §§751-755 |
|
Rule for Allocation of Basis and Review |
§755 |
|
|
|
|
FINAL |
|
|
|
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For all assignments the
associated regulations should also be read. ¶ references are for the “Willis”
text.