Business Liquidation (BUSL)

Customer Rating
Field of Study
Taxes (Technical)
Qualifies For

Price:  $ 119.99

Liquidations may be used as an alternative to the sale of a business or as an adjunct to the sale of business assets. The objective of this course is to fully explore the technical tax and business issues in liquidating C corporations, S corporations, partnerships, and limited liability companies. This unique course is essential for anyone planning to sell a business.

Additional information







Company Code

Self Study


On Demand

Yellow Book Approved


CFP Approved


IRS Approved


CTEC Approved


Field of Study Credits

Taxes (12)

Field of Study Department


Course Version


CPE Approved



A basic course in partnerships/LLCs, S corporations, and C corporations

Knowledge Level:


Major Topics:

  • Key planning issues and benefits in liquidating partnerships and limited liability companies
  • The unique planning opportunities and tax traps involved in the liquidation of a business entity
  • Understanding installment sales and the big hurdles to favorable tax treatment in liquidation
  • Filing Form 966: it’s more important than you think
  • An analysis of when liquidation is advisable – now or later?
  • Strategies to pursue in light of the tax rates on dividends and capital gains
  • The special problems of liquidating Subchapter S corporations

Learning Objectives:

• Define a complete liquidation of a C corporation;

• Describe the tax consequences of a complete liquidation to a shareholder;

• Distinguish the tax consequences of a corporate loan to a shareholder from a shareholder loan to the corporation when the corporation completely liquidates;

• Explain how the discharge of indebtedness on liquidation affects the corporate debtor;

• Identify a plan of complete liquidation;

• Discuss how an installment sale of assets in connection with a complete liquidation is taxed;

• Analyze different techniques to avoid or defer gain on a complete liquidation; and

• Describe how a partial liquidation may be used as an alternative to a complete liquidation and its tax consequences to the corporation and the shareholders.

• Explain the circumstances when the redemption of S corporation stock is treated as a sale and the tax consequences of such treatment;

• Describe how income and loss is allocated to the shareholders in the year a shareholder’s stock is redeemed;

• Discuss how the redemption of S stock affects the income or loss, the accumulated adjustment account, and the C earnings and profits of the S corporation;

• Explain the tax consequences of a complete liquidation of an S corporation on the corporation and its shareholders;

• Discuss the use of an installment sale of assets in connection with the complete liquidation of an S corporation;

• Define a qualifying installment sale; and

• Identify the factors that must be considered in determining whether an S corporation should continue in existence or liquidate following the sale of its assets.

• Describe the general tax consequences to a partner on receiving a liquidating distribution with respect to the distribution, the timing, and amount of partnership income or loss in the year of the liquidation;

• Distinguish a §736(a) payment from a §736(b) payment;

• Identify hot assets and describe how they influence the taxation of a liquidating distribution;

• Discuss the tax consequences when a partnership debt is distributed to debtor-partners and the effects of a discharge of partnership indebtedness implicated on the liquidation of a partnership interest;

• Explain the special problems associated with distributions of property subject to depreciation recapture and of property that is an installment-sale obligation;

• Identify two different partnership tax terminations; and

• Discuss the tax effects of a partnership termination on capital accounts, contributed property, distributed property, noncontributing partners, distributions to contributing partners, the optional basis adjustment available, and the partnership’s taxable year.

• List the requirements to qualify a subsidiary liquidation under §332 and §337;

• Explain the tax consequences to a parent corporation and to the liquidating subsidiary;

• Describe the issues with respect to the debt of a parent to a subsidiary and the debt of a subsidiary to a parent in a complete liquidation;

• Discuss the computation of basis of assets distributed in a subsidiary liquidation including one that was preceded by a §338 election;

• Explain the carryover or adjustment of tax attributes in a complete liquidation of a subsidiary into a parent corporation;

• Describe the tax problems when the liquidating subsidiary is a member of a consolidated group that includes the parent;

• Define excess loss accounts and their relationship to basis; and

• Discuss the tax consequences of a disposition of subsidiary stock, distributions made by the subsidiary to a parent, and intercompany transactions.

Designed For:

CPAs in public accounting and industry involved in business entity liquidations

Customer Reviews

Based on 3 reviews
Pamela N. (Wilmington, US)
Useful course

This course was very helpful and I have already found myself using what I learned to prepare, sort, and filter tables in Excel.

Jennifer S. (Foster, US)

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Lauren V.D. (Montgomery Village, US)

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