Accounting considerations for UP-C transactions


The use of an umbrella partnership-C corporation (UP-C) structure is an increasingly common way for owners of a pass-through entity to engage in certain transactions, like raising capital in public markets or business combinations, while retaining the tax benefits of owning a pass-through entity or even recognizing added tax benefits.

UP-C transactions present certain unique accounting challenges, including how the Subchapter C corporation should account for the acquisition of the pass-through entity and for noncontrolling interests that might arise from the transaction, as well as how the transaction impacts the historical equity presentation, including earnings-per-share. While there are various legal and tax implications that an entity should consider before using an UP-C structure, this article from Grant Thornton LLP focuses only on the main accounting challenges arising from UP-C transactions.






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