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Achieving Step-up in Asset Basis in Acquisitions of LLC Membership Interests

(154 reviews)

Produced on December 08, 2020

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Course Information

Time 1h 1m
Difficulty Intermediate
Topics covered in this course: Tax

Course Description

In acquisitions of any company, issues related to basis are often an important aspect of the transaction. For example, an acquirer of a company often is looking to achieve a full-step in the basis of the company’s assets to reflect its purchase price even in cases where the transaction is structured as an acquisition of the equity interests (or portion thereof) of the company. This holds true in connection with the acquisition of membership interests of a limited liability company. Fortunately, several tools are available that may enable an acquirer of membership interest to achieve a step-up in the basis of the company’s assets. 

Both buyers and sellers of membership interests should be aware of the rules governing the tax treatment afforded to sales of membership interests so that such transactions are structured in the most tax-efficient manner possible.

This course, presented by J. Troy Terakedis, co-chair of Dickinson Wright’s Tax Practice Group, will discuss these tax rules – specifically, as they relate to and holding periods for a membership interest in certain transactions. 

Learning Objectives:

  1. Review the federal income tax consequences when a single-member limited liability company that is disregarded as an entity separate from its owner becomes an entity with more than one owner that is classified as a partnership as set forth in Rev. Rul. 99-5
  2. Assess the federal income tax consequences if one person purchases all of the membership interests in a limited liability company that is classified as a partnership resulting in the limited liability company ceasing to be classified as such as set forth in Rev. Rul. 99-6
  3. Identify certain holding period implications in connection with the transactions described in Rev. Rul. 99-5 and Rev. Rul. 99-6
  4. Discuss the Section 754 election and special basis adjustments under Section 743 

Credit Information

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Troy Terakedis

Dickinson Wright


  • Listed in Best Lawyers in America, 2009-present

    • Tax Law - "Lawyer of the Year 2017"

    • Estate Planning

  • Listed in Ohio Super Lawyers, 2013-present

    • Tax

  • Listed in Ohio Super Lawyers, Rising Stars, 2005-2007

    • Tax

  • AV Preeminent Rated by Martindale Hubbell™

  • Columbus Business First “Forty under 40”, Class of 2009

Prominent Assignments

Tax, corporate and general business counsel for companies in the technology, real estate, charter school management, manufacturing, distribution, retail, financial, insurance, legal, healthcare and other industries.

Advise closely-held and public companies in connection with federal income tax and other issues in structuring tax-free and taxable transactions including mergers, divestures, spin-offs, split-offs, asset sales and equity rollovers.

Assist companies and their owners in structuring and implementing employee stock ownership plans (ESOP) in connection with the sale of company stock to the ESOP, including advising with respect to deferral of gain recognition under IRC Section 104L2.

Counsel to closely-held companies regarding choice of entity and other structuring considerations.

Counsel to private equity funds regarding fund formation and tax-related matters, with an emphasis on federal partnership tax issues.

Advise both U.S. and foreign companies on cross-border merger, acquisitions, divestitures and other structuring issues. 

Advise clients in connection with the formation of IC-DISCs, IRC Section 1031 exchanges, and other efficient income tax strategies.

Counsel companies on federal income tax and business matters related to the design and implementation of equity and similar compensation arrangements including partnership “profits interest” plans, stock option plans, phantom stock plans, stock appreciation rights, and other nonqualified deferred compensation programs.

Counsel to officers and directors of Fortune 500 companies, principals of private equity funds, owners of closely-held businesses and other high net worth individuals and executives on federal income tax, business succession planning, and estate and gift tax planning matters, including the formation of family limited partnerships and limited liability companies, grantor retained annuity trusts, sales to defective grantor trusts, qualified personal residence trusts, life insurance strategies, formation and funding of family foundations, charitable lead and remainder trusts, and other sophisticated wealth transfer and asset protection strategies.


  • “Taxation of Partnerships and Flow-Through Entities”, The 57th Annual Cleveland Tax Institute, Cleveland Metropolitan Bar Association, Cleveland, Ohio, December 3, 2014

  • “Purchase, Sale, Exchange, and Retirement of Partnership and LLC Interests”, Choosing the Best Business Entity for your Client’s New Business, Sterling Education Services, Inc., Cleveland, Ohio, May 16, 2012

  • “M&A for Small Businesses – Buyer’s Side”, Columbus Bar Association, Columbus, Ohio, April 11, 2012

  • “Demystifying the Complexity of Section 704(b) Allocations and the Passive Loss Rules”, 2009 Mega Tax Conference, Ohio Society of CPAs, Columbus, Ohio, December 2, 2009

  • “Section 83 and Taxation of Compensatory Partnership Interests”, Taxing Matters, Columbus Bar Association, Columbus, Ohio, December 13, 2006


Christian K.

Topic wasn't directly relevant to my practice, but I need live hours. The presenter seemed incredibly knowledgeable.

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