- 2.0 CPE/CE credit hours
- Differentiate the level of owner liability protection and identify when multiple-entity structures may be needed to achieve liability protection, given common business structures (C corporation, S corporation, partnership/LLC, LP, LLP, co-ownership).
- Compare C corporation “double tax” outcomes to flow-through taxation outcomes, including the impact of dividend taxation, the §199A deduction, and the §1411 Net Investment Income (NII) tax.
- Apply §199A rules to evaluate and optimize Qualified Business Income (QBI), including identifying specified service trades or businesses (SSTBs), determining QBI, applying wage and qualified property limitations, and analyzing taxable income thresholds and phase-out rules, as well as evaluate partnership and LLC compensation structures to implement planning strategies that avoid §707(c) guaranteed payments and preserve QBI eligibility through priority profit allocations.
Independent Learning
Self-Study Courses
Fundamentals of Flow-Through®
24 CPE/19 CE Credits | Course Fee: Pricing Below
The Fundamentals of Flow-Through QAS self-study program offers the same example-based transactional format and exclusive support materials that have made our in-person and virtual Fundamentals of Flow-Through programs the industry standard. It is designed for professionals who require complete scheduling flexibility as they build a solid foundation in partnership, LLC, and S Corp taxation. Fundamentals of Flow-Through is our most robust self-study program and is presented as 15 individual modules (recommended, but not required, to be viewed in order). Each module can be viewed as many times as you like over 12 months, and all attendees receive digital program materials including exhibits, outline, and treatise (1,600+ pages).
The Fundamentals of Flow-Through Self-Study program is eligible for firm group pricing and our Premier Partner program. Eligible discounts will be applied at the time of purchase. Program pricing is outlined in table below:
1 Attendee
$1,375
2-7 Attendees
$1,300
per each registrant in excess of 1 at any program
8-15 Attendees
$1,175
per each registrant in excess of 7 at any program
16-25 Attendees
$1,075
per each registrant in excess of 15 at any program
26-50 Attendees
$725
per each registrant in excess of 25 at any program
Each person viewing any of the programs is required to register for that program.
Additional Program Information
Please email or call 800-286-4760 for group pricing or program questions.
Learning Objectives
Module 1: Entity Choice
Module 2: §1202 Stock and §1045 Rollovers
- 1.2 CPE or 1.0 CE credit hours
- Assess the circumstances under which electing C corporation status may enhance exit-planning results through eligibility for the §1202 gain exclusion.
- Identify and apply the statutory requirements for §1202 qualified small business stock eligibility, including issuance rules, holding period requirements, gross-asset limits, and active business requirements.
- Determine the maximum amount of gain eligible for exclusion under §1202 and evaluate factors that may cause buyers to discount stock acquisitions, including the absence of an asset basis step-up, exposure to entity-level liabilities, and the risk of capital loss treatment.
- Apply the §1045 rollover rules, including timing, eligibility, basis adjustments, holding-period carryover, and reporting requirements.
Module 3: Types of Flow-Through Entities
- 1.4 CPE or 1.0 CE credit hours
- Compare and contrast S corporations, partnerships, LLCs, LLPs and co-ownerships with respect to liability exposure, tax treatment, and structural flexibility.
- Identify penalty taxes (“sting taxes”) and limitations associated with S corporation built-in gains tax, LIFO recapture, and excess passive income rules.
- Apply the IRS limitations on co-ownerships and identify §1245 depreciation recapture risks in §1031 exchanges involving cost-segregated property.
Module 4: Comparison of Partnerships and S Corporations: Part I
- 1.6 CPE or 1.0 CE credit hours
- Analyze and compare the tax consequences of contributing encumbered property to corporations under §351 and to partnerships under §721, including applying §351 control requirements and §357(c) liability rules to determine when gain recognition is required.
- Identify when the investment company exception under §351(e) and §721(b) applies, including diversification thresholds and planning techniques to avoid gain recognition.
- Compute owner basis in partnerships and S corporations and evaluate the impact of entity liabilities on loss deductibility.
- Apply the at-risk rules of §465, distinguish qualified nonrecourse debt from other partnership debt, and interpret partner-level reporting requirements, including Forms K-1 and 6198.
Module 5: Comparison of Partnerships and S Corporations: Part II
- 1.2 CPE or 1.0 CE credit hours
- Analyze the ordering rules for S corporation basis adjustments, including the impact of losses, income, distributions, and shareholder loans on stock and debt basis.
- Apply S corporation basis rules to determine the tax consequences of shareholder distributions and loan repayments, including identifying when capital gain or ordinary income is recognized and properly reporting these results on Form 7203.
- Evaluate planning considerations in capitalizing an S corporation with debt versus equity, including the effects on basis restoration, cancellation of indebtedness income, and overall shareholder tax outcomes.
Module 6: Comparison of Partnerships and S Corporations: Part III
- 1.8 CPE or 1.0 CE credit hours
- Compare and apply the federal income tax consequences of distributing appreciated property from partnerships and S corporations.
- Analyze corporate-level gain recognition under §311 and §336, including basis, character, and shareholder-level consequences on a corporate distribution of appreciated property.
- Evaluate the ability of partnerships versus S corporations to create multiple economic rights and priorities for owners.
- Identify planning situations where a partnership/S-corporation “dropdown” structure or “inversion transaction” is advantageous.
Module 7: Comparison of Partnerships and S Corporations: Part IV
- 1.4 CPE or 1.0 CE credit hours
- Identify and differentiate eligible and ineligible owners of S corporations versus partnerships/LLCs, including the tax impact of ownership by tax-exempt entities and trusts.
- Analyze the advantages and disadvantages of QSSTs and ESBTs as S corporation shareholders, including income taxation, distribution requirements, and estate planning considerations.
- Analyze and apply the rules governing inside and outside partnership basis, including §743(b) and §734(b) adjustments, and evaluate when a §754 election is beneficial in connection with ownership changes, depreciation impacts, and gain recognition outcomes.
- Evaluate the economic and tax consequences of sales versus redemptions of ownership interests in partnerships compared with S corporations.
Module 8: Partnership Self-Employment Rules; Taxation of Sales/Redemptions of Partnership Interests
- 1.8 CPE or 1.0 CE credit hours
- Determine whether an LLC member’s income is subject to self-employment tax by applying §1402(a) and the limited partner exception under §1402(a)(13).
- Apply the liability, management, and participation tests in the Proposed Regulations under §1402(a) to analyze self-employment tax exposure for LLC members and partners.
- Differentiate between the tax consequences of §751 hot assets in a sale transaction and a redemption transaction of a partnership interest, including the impact of a §754 election and §734(b) and §743(b) basis adjustments with respect to hot assets.
- Identify §751 hot assets, including inventory items, and analyze the character of gain or loss attributable to such inventory items by applying the §751(a) and §751(b) rules, including determining whether “inventory items” are substantially appreciated under §751(b).
Module 9: Single-Member LLC Rules
- 2.2 CPE or 2.0 CE credit hours
- Identify default and elective federal tax classifications for domestic unincorporated entities under the Treasury “check-the-box” regulations.
- Evaluate planning circumstances where an entity classification election may be beneficial, including creditor protection, merger planning, and state tax considerations.
- Apply the concepts of Rev. Rul. 99-6 and Rev. Rul. 99-5 to determine the proper tax characterization of transfers involving LLC interests.
- Identify required federal tax filings and reporting obligations arising from Rev. Rul. 99-5 and Rev. Rul. 99-6 transactions.
Module 10: Flow-Through Entity Holding Company Structures; Profit Interests
- 1.8 CPE or 1.0 CE credit hours
- Evaluate and structure LLC holding company arrangements (including Series LLC structures) and S corporation holding company structure.
- Evaluate when a Qualified S Corporation Subsidiary (QSub) election is appropriate and analyze the federal income tax consequences.
- Analyze the tax consequences of compensating service providers with stock in a corporate entity or profits interests in a partnership.
- Apply §83 and §83(b) to determine the tax treatment of unvested profits interests and evaluate when a §83(b) election may be appropriate under Rev. Proc. 93-27, Rev Proc. 2001-43 or the proposed regulations.
- Identify and assess the impact of §1061 for carried interests and the recharacterization of long-term capital gain as short-term capital gain with respect to an applicable partnership interest.
Module 11: S Corporation Sting Taxes
- 1.2 CPE or 1.0 CE credit hours
- Analyze the application of S corporation passive investment income (PII) rules in the presence of accumulated C corporation earnings and profits (E&P) to compute any resulting tax, and evaluate the risk of S status termination due to excess PII, including identifying and recommending planning strategies to prevent such loss.
- Recognize when the built-in gains (BIG) tax under §1374 applies to S corporations, calculate the resulting tax and net unrealized built-in gain (NUBIG), and evaluate planning strategies to minimize or eliminate the BIG tax while ensuring proper reporting.
Module 12: §704(b) Overview; Allocating Recourse Deductions
- 2.0 CPE/CE credit hours
- Evaluate whether partnership allocations have economic effect under §704(b) by analyzing capital account maintenance, hypothetical liquidation at book value, and which partner bears the economic burden of losses, without regard to tax minimization, GAAP, or partner intent.
- Determine the proper classification and allocation of partnership losses and deductions as recourse, nonrecourse, or partner nonrecourse by applying repayment priority, economic risk of loss principles, guarantees, and the applicable §704(b) regulations.
- Analyze whether a partnership agreement satisfies the §704(b) economic effect safe harbor by identifying required provisions, including capital account maintenance rules and deficit restoration obligations, and determine the consequences when the safe harbors are not met.
- Apply §704(b) book value rules to partnership property and capital accounts, including hypothetical liquidation assumptions, and evaluate the use and implications of targeted capital account allocations in modern partnership agreements.
Module 13: Allocating Nonrecourse Deductions
- 2.2 CPE or 2.0 CE credit hours
- Evaluate whether partnership allocations satisfy the alternate test for economic effect by determining whether capital accounts are properly maintained, liquidation follows capital accounts, and a qualified income offset (QIO) is included.
- Apply the nonrecourse deduction safe harbor requirements to determine whether allocations of nonrecourse deductions will be respected, including capital account maintenance, liquidation follows capital accounts, DRO or QIO provisions, minimum gain chargeback, and reasonable consistency.
- Analyze the creation, increase, and decrease of partnership minimum gain, and apply the rules for allocating nonrecourse deductions and minimum gain chargebacks.
- Evaluate whether partnership allocations satisfy the substantiality requirement of §704(b) by identifying allocations that lack economic substance or are primarily tax motivated, including common disallowed allocation strategies.
Module 14: §752 Allocations
- 1.2 CPE or 1.0 CE credit hours
- Evaluate the allocation of recourse liabilities by applying the constructive liquidation (ultimate catastrophe) framework to determine which partner bears the economic risk of loss.
- Apply the three-tier allocation rules for non-recourse liabilities (minimum gain, §704(c) minimum gain, and excess non-recourse liabilities) to determine proper partner allocations.
- Analyze how allocations of income, loss, and deductions interact with liability allocations, including the effect on partner capital accounts and basis.
- Determine how partnership liabilities are reported on Schedule K-1 and evaluate whether such liabilities provide basis and/or at-risk amounts to partners.
Module 15: §704(c) Allocations
- 1.0 CPE/CE credit hours
- Evaluate the purpose of §704(c) and how the §704(c) rules assign tax responsibility for built-in gain or loss when property is contributed to a partnership or revalued by a partnership.
- Apply the traditional, curative, and remedial allocation methods under §704(c) and analyze how §704(b) book depreciation and tax depreciation are allocated, including how book/tax differences and ceiling rule limitations are identified and resolved.
- Determine how §704(c) tax responsibility is reported on Schedule K-1.
Field of Study Taxes
Level Intermediate
Prerequisites To get the most from this program, it is recommended that a participant have at least (i) two years of concentrated experience in flow-through taxation, or (ii) five years of general tax experience with a basic understanding of flow-through principles.
Delivery QAS (Quality Assurance Service) Self-Study
Access This course must be completed within one year of the purchase date.
Revision Date July 1, 2026; Reviewed by Michael J. Cohen
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The Evolving Thought Process on Tax Distributions
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F Reorganizations, §704(c) Considerations For Rollover Equity and More
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Serial Redemptions in a Personal Service Partnership
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What To Do About a Blown §83(b) Election
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Planning and More Under the S Corporation §1374 Built-in Gain Rules
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Continuing S Corp Shareholders: Navigating Pro Rata Allocation After an Asset Sale
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The Revised §752 Regulations
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Code §751 Hot Asset Reporting and the Proposed §751 Regulatory Changes to the Computation of Hot Assets
-
The §465 At-Risk Rules: Important Concepts
Tax Forum Information and Policies
CPE and CE CREDIT
To receive credit for a self-study program, you will need to complete it in full by answering review questions to advance through the program and then earn a 70% score on the final test. For multi-module programs, like the Fundamentals of Flow-Through®, you will need to advance through and successfully complete all modules to receive full credit. Credit is earned for each module completed. There is no limit to the number of times you may retake the test during your 12-month access to the program.
CLE CREDIT
Each state has its own Continuing Legal Education (CLE) credit requirements. Tax Forum has not applied for CLE credit in any state for its Self-Study programs. No assurance can be provided that any Self-Study program will qualify for CLE credit in a state. If you require CLE credit, we suggest you contact the applicable state bar association (or other governing body) on how you may request CLE credit for attending one of Tax Forum’s Self-Study programs.
Refunds
There are no refunds or cancellations for QAS self-study programs.
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