Exam Identity and Use
This Quick Reference is independent review support for candidates preparing for the AICPA U.S. CPA REG - Taxation and Regulation exam, exam code CPA REG. Use it to compress last-mile review, spot common traps, and organize practice question debriefs.
REG questions often turn on four issues:
- Who is the taxpayer? Individual, C corporation, S corporation, partnership, estate/trust, fiduciary, preparer, debtor, agent.
- What is being measured? Gross income, deduction, credit, basis, realized gain, recognized gain, taxable income, tax liability, liability exposure.
- What is the timing rule? Cash/accrual, constructive receipt, all-events test, installment sale, carryforward/carryback, tax year.
- What exception limits the general rule? Related-party rule, passive activity rule, at-risk rule, nonrecognition provision, preparer penalty defense, statute of limitations, UCC exception.
Dollar thresholds, phaseouts, indexed amounts, and exam-year tax tables can change. Know the structure and apply the amounts provided in current CPA REG study materials and exam exhibits.
REG Triage Workflow
flowchart TD
A[Read fact pattern] --> B{Tax or law?}
B -->|Tax| C[Identify taxpayer and entity]
C --> D[Classify item: income, deduction, credit, basis, gain/loss]
D --> E[Apply timing, character, and limitation rules]
E --> F[Compute or select treatment]
B -->|Law/ethics| G[Identify relationship or duty]
G --> H[Apply elements, authority, priority, or penalty rule]
H --> I[Choose best legal consequence]
Individual Tax Structure
[
\text{Gross Income}
- \text{Adjustments}
= \text{Adjusted Gross Income}
]
[
\text{Adjusted Gross Income}
- \text{Greater of Standard Deduction or Itemized Deductions}
- \text{Qualified Business Income Deduction, if applicable}
= \text{Taxable Income}
]
[
\text{Tax on Taxable Income}
- \text{Credits}
- \text{Prepayments}
= \text{Tax Due or Refund}
]
Property Transaction Structure
[
\text{Amount Realized}
= \text{Cash Received}
- \text{FMV of Property Received}
- \text{Debt Relief}
- \text{Selling Expenses}
]
[
\text{Realized Gain or Loss}
= \text{Amount Realized}
[
\text{Recognized Gain or Loss}
= \text{Realized Gain or Loss}
- \text{Deferred or Disallowed Amount}
]
Basis Structure
[
\text{Adjusted Basis}
= \text{Original Basis}
- \text{Cost Recovery}
- \text{Returns of Capital}
]
Partnership Outside Basis
[
\text{Outside Basis}
= \text{Contributions}
- \text{Income Items}
- \text{Share of Liabilities}
- \text{Distributions}
- \text{Loss and Deduction Items}
- \text{Liability Reductions}
]
S Corporation Stock Basis
[
\text{Stock Basis}
= \text{Capital Contributions}
- \text{Distributions}
- \text{Losses and Deductions}
]
Debt basis in an S corporation is separate from stock basis and generally requires a direct loan from shareholder to corporation.
High-Yield Tax Decision Table
| Question type | First decision | Then test | Common trap |
|---|
| Is it taxable income? | Is there accession to wealth? | Exclusion, deferral, return of capital, loan, gift, inheritance | Treating all cash receipts as income |
| Is it deductible? | Trade/business, production of income, personal, capital, or itemized? | Ordinary, necessary, reasonable, substantiated, not capitalized | Deducting capital expenditures immediately |
| Is loss deductible? | Individual, corporation, partner, shareholder? | Basis, at-risk, passive, capital loss, related party | Forgetting basis comes before at-risk and passive limits |
| What is basis? | Purchase, gift, inheritance, contribution, exchange, conversion? | Carryover, substituted, FMV, stepped basis, boot | Using FMV for every transfer |
| What is character? | Capital, ordinary, Section 1231, inventory, receivable, depreciation recapture? | Holding period and asset class | Assuming all business asset gains are capital |
| Which entity rule? | C corp, S corp, partnership, sole proprietor? | Taxpayer level and pass-through treatment | Applying corporate distribution rules to partnerships |
| Is gain recognized? | Sale/exchange or nonrecognition transaction? | Boot, debt relief, related party, replacement property | Confusing realized with recognized gain |
| Is preparer liable? | Position strength and disclosure? | Negligence, understatement, willful/reckless conduct | Ignoring disclosure and reasonable cause defenses |
Individual Taxation
Gross Income: Include vs. Exclude
| Item | Usual treatment | REG focus |
|---|
| Wages, salaries, tips | Included | Constructive receipt, fringe benefit exceptions |
| Business income | Included, reported net of business deductions | Schedule C vs. entity pass-through |
| Interest | Included unless specifically excluded | Municipal bond interest often excluded federally |
| Dividends | Included | Ordinary vs. qualified treatment |
| Alimony | Depends on governing divorce instrument rules | Apply exam facts; do not assume current treatment without context |
| Child support | Excluded | Never deductible by payer |
| Gifts and inheritances | Excluded from recipient income | Income generated after receipt is taxable |
| Life insurance proceeds by reason of death | Generally excluded | Interest component is taxable |
| Scholarships | Excludable if used for qualified tuition/required fees by degree candidate | Room, board, and services component may be taxable |
| Employer-provided benefits | Depends on specific exclusion | Group-term life, health coverage, meals/lodging, dependent care rules |
| Unemployment compensation | Generally included | Watch for state/federal distinction in facts |
| Social Security benefits | May be partially taxable | Depends on provisional income |
| Discharge of indebtedness | Generally included | Insolvency, bankruptcy, qualified exclusions |
| Damages | Physical injury often excluded; punitive damages taxable | Emotional distress and lost wages are common traps |
| Return of capital | Not income until basis recovered | Reduces basis first |
Adjustments, Itemized Deductions, Credits
| Category | Examples | Exam handling |
|---|
| Adjustments to income | Certain retirement contributions, student loan interest, self-employed health insurance, HSA, educator expenses, deductible self-employment tax portion | Reduce AGI; available whether or not taxpayer itemizes |
| Itemized deductions | Medical, taxes, interest, charitable contributions, casualty losses where allowed | Compare total itemized deductions to standard deduction |
| Personal expenses | Food, commuting, clothing, personal interest | Generally nondeductible unless statutory exception |
| Credits | Child/dependent, education, foreign tax, retirement savings, energy where applicable | Credits reduce tax; deductions reduce taxable income |
| Refundable credits | Can create refund beyond tax liability | Distinguish from nonrefundable credits |
| Nonrefundable credits | Limited to tax liability | Order of credits can matter in detailed computations |
Individual Limitation Order
| Step | Limitation | Why it matters |
|---|
| 1 | Basis | Cannot deduct more than tax basis in activity/investment |
| 2 | At-risk | Limits loss to amount economically at risk |
| 3 | Passive activity | Passive losses generally offset passive income, not active wages |
| 4 | Capital loss | Individuals have limited net capital loss deduction against ordinary income |
| 5 | Excess business loss or other current-year rules | Apply if relevant under exam-year law |
Filing and Dependency Traps
| Topic | Rule pattern | Trap |
|---|
| Filing status | Determined by marital/family status on relevant date, with special rules | Choosing head of household without qualifying person |
| Qualifying child | Relationship, age, residency, support, joint return tests | Support test is not the same as gross income test |
| Qualifying relative | Not qualifying child, relationship/household, gross income, support | Cousins usually need household test |
| Dependent benefits | Dependency can affect credits, filing status, and standard deduction | One person cannot generally be claimed by multiple taxpayers |
| Kiddie tax | Unearned income of certain children taxed under special rules | Confusing earned wages with unearned investment income |
Property Transactions and Basis
Basis by Acquisition Type
| Acquisition | Starting basis | Holding period | High-yield point |
|---|
| Purchase | Cost plus capitalized acquisition costs | Starts after acquisition | Debt-financed purchase still includes full cost basis |
| Gift, gain property | Donor adjusted basis, adjusted for gift tax rules if applicable | Usually carryover | Donee may inherit donor holding period |
| Gift, loss property | Dual basis rules may apply | Depends on sale outcome | No gain/no loss zone can occur |
| Inheritance | Generally FMV or estate valuation basis | Usually long-term | Do not use decedent’s adjusted basis unless exception applies |
| Taxable exchange | FMV of property received | New holding period | Recognized gain/loss usually resets basis |
| Like-kind exchange | Carryover/substituted basis adjusted for boot | Tacked for like-kind property | Current like-kind treatment is generally real property focused |
| Corporate contribution | Shareholder basis in stock generally equals basis of property transferred adjusted for boot/gain | Holding period may tack | Control requirement and boot matter |
| Partnership contribution | Partner outside basis generally equals contributed property basis plus liabilities assumed/shared | Holding period may tack | Liability relief can trigger gain |
Capital vs. Ordinary vs. Section 1231
| Asset or item | Character tendency | Trap |
|---|
| Personal-use capital asset | Capital gain taxable; personal loss nondeductible | Loss on sale of personal car/residence usually nondeductible |
| Investment stock | Capital | Holding period controls short-term vs. long-term |
| Inventory | Ordinary | Not a capital asset |
| Accounts receivable of cash-basis taxpayer | Ordinary | Collection right has no basis unless previously included |
| Depreciable business property | Section 1231 with possible recapture | Recapture can convert gain to ordinary income |
| Real property used in trade/business | Section 1231 with possible unrecaptured/recapture rules | Netting rules matter |
| Related-party sale loss | Disallowed or deferred depending on rule | Related buyer may later use disallowed loss only in limited way |
Nonrecognition and Deferral
| Transaction | General result | Key condition |
|---|
| Like-kind exchange | Gain deferred except boot; loss generally not recognized | Qualifying property and exchange requirements |
| Involuntary conversion | Gain may be deferred if replacement property acquired timely | Reinvestment and replacement similarity rules |
| Installment sale | Gain recognized as payments are collected | Gross profit percentage; interest may be separately taxable |
| Corporate formation | No gain/loss if statutory control and property transfer requirements met | Services are not property for this purpose |
| Partnership contribution | Generally no gain/loss on contribution | Liability relief can create deemed distribution/gain |
| Wash sale | Loss disallowed and added to replacement basis | Repurchase window and substantially identical securities |
Installment Sale Computation
| Component | Formula in words |
|---|
| Gross profit | Selling price minus adjusted basis and selling expenses |
| Contract price | Selling price minus qualifying debt assumed by buyer, with adjustments |
| Gross profit percentage | Gross profit divided by contract price |
| Recognized gain per payment | Cash principal collected times gross profit percentage |
| Interest | Separately stated or imputed; ordinary income |
Business Entities
Entity Selection Matrix
| Feature | C corporation | S corporation | Partnership | Sole proprietorship |
|---|
| Tax level | Entity pays tax; shareholders taxed on dividends | Generally pass-through | Pass-through | Owner reports directly |
| Owners | Shareholders | Eligible shareholders only | Partners or members | One owner |
| Basis importance | Stock basis affects gain/loss on sale and distributions | Stock and debt basis limit losses | Outside basis and liabilities central | Asset basis and business deductions |
| Distributions | Dividend to extent of E&P; return of capital after basis | Tax-free to extent of basis, with ordering rules | Generally tax-free to extent of basis, liability effects matter | Not a separate tax event |
| Losses | Stay at corporation | Pass through subject to basis/at-risk/passive | Pass through subject to basis/at-risk/passive | Directly subject to owner limits |
| Self-employment | Wages/dividends distinction | Shareholder wages vs. distributions | General partners often subject on active income | Net earnings subject where applicable |
| REG trap | Double taxation and E&P | Eligibility, basis, reasonable compensation | Liability allocations and guaranteed payments | Commingling personal/business expenses |
C Corporations
| Topic | Rule pattern | Exam trap |
|---|
| Corporate taxable income | Gross income less business deductions, special corporate deductions | Charitable contribution and dividends-received deduction limitations |
| Formation | Nonrecognition possible for property transferors in control | Services for stock produce taxable compensation |
| Capital gains/losses | Corporate capital losses generally limited to capital gains | No individual-style ordinary offset |
| Net operating loss | Corporate NOL rules differ from individual rules | Apply exam-year carry rules |
| Dividends paid | Not deductible by corporation | Dividends are paid from after-tax earnings |
| Distributions | Dividend to extent of current/accumulated E&P, then return of capital, then gain | E&P is not the same as taxable income or retained earnings |
| Stock redemption | Dividend or sale/exchange treatment | Family attribution may prevent sale treatment |
| Liquidation | Corporation recognizes gain/loss on distributed property; shareholder recognizes gain/loss on stock | Both corporate and shareholder tax consequences may occur |
| Accumulated earnings/personal holding company | Penalty-tax concepts for retained/passive income abuses | Look for purpose and ownership/income composition facts |
Earnings and Profits
| Adjustment type | Effect on E&P |
|---|
| Tax-exempt income | Increases E&P |
| Federal income tax paid | Decreases E&P |
| Nondeductible expenses | Decrease E&P |
| Dividends received deduction | Add back for E&P |
| Depreciation differences | Adjust taxable income to E&P method |
| Installment method differences | E&P may differ from taxable income timing |
S Corporations
| Topic | Rule pattern | Exam trap |
|---|
| Eligibility | Domestic corporation, eligible shareholders, one class of stock, shareholder limits | Debt differences generally do not create second class of stock if rights are not equity-like |
| Election | Requires timely valid election and shareholder consent | Late/invalid election changes entity treatment |
| Income allocation | Pro rata by shares and days | Special allocations are partnership concept, not S corp concept |
| Loss limitation | Stock basis first, then debt basis; then at-risk/passive | Bank loan guarantee alone usually does not create debt basis |
| Distributions | Generally tax-free to extent of stock basis; ordering depends on E&P/AAA | AAA does not equal basis |
| Built-in gains tax | Can apply after C-to-S conversion | Look for appreciated assets at conversion |
| Reasonable compensation | Shareholder-employees need wages for services | Avoid treating all corporate cash as distributions |
Partnerships
| Topic | Rule pattern | Exam trap |
|---|
| Formation | Generally nonrecognition on contribution | Services for partnership interest can be taxable |
| Outside basis | Partner’s tax basis in partnership interest | Includes share of liabilities |
| Inside basis | Partnership’s basis in assets | Different from outside basis |
| Capital account | Economic book measure | Not the same as tax basis |
| Guaranteed payment | Deductible or capitalized by partnership; ordinary income to partner | Paid without regard to partnership income |
| Distributions | Generally tax-free to extent of outside basis | Cash over basis triggers gain |
| Loss allocation | Basis, at-risk, passive limits | Allocated loss does not guarantee deductibility |
| Liabilities | Increase in partner share increases basis; decrease treated as distribution | Liability shifts can trigger gain |
| Special allocations | Must have substantial economic effect | Cannot simply allocate tax benefits arbitrarily |
| Partnership termination/change | Contributions, distributions, sales, admissions, retirements | Track basis before and after each event |
Entity Distribution Comparison
| Event | C corporation | S corporation | Partnership |
|---|
| Cash distribution | Dividend to extent of E&P, then basis recovery, then gain | Usually basis recovery subject to ordering; gain if exceeds basis | Basis recovery; gain if cash exceeds outside basis |
| Appreciated property distribution | Corporation recognizes gain; shareholder dividend/basis/gain rules | S corp recognizes gain; shareholder basis/distribution rules | Partnership generally does not recognize gain, with exceptions |
| Loss property distribution | Corporation generally cannot recognize loss on nonliquidating distribution | S corp generally cannot recognize loss on distribution | Partnership generally no entity-level loss, exceptions for liquidating distributions |
| Liquidation | Corporate and shareholder-level consequences | Pass-through plus shareholder stock consequences | Partner recovers basis through distributed assets/cash |
Estates, Trusts, and Gifts
| Topic | Key rule | Trap |
|---|
| Gift tax | Donor is generally responsible for gift tax filing/payment | Recipient usually does not include gift value in income |
| Gift basis | Carryover or dual basis depending on gain/loss property | Selling gifted loss property below FMV at gift can create dual-basis issue |
| Annual exclusion/lifetime exemption | Apply current exam-year amounts if tested | Do not use stale dollar limits |
| Estate tax | Tax on transfer of decedent’s estate | Income tax and estate tax are separate systems |
| Inherited basis | Generally FMV-based basis | Holding period usually long-term |
| Trust taxation | Simple/complex trust rules and DNI allocate taxation between trust and beneficiaries | Distributions can carry taxable income to beneficiaries |
| DNI | Limits income taxed to beneficiaries and deduction to trust | Accounting income is not always taxable income |
| Fiduciary duty | Trustee/executor must act for beneficiaries/estate | Conflicts of interest and self-dealing are tested |
Tax Accounting, Timing, and Deductions
Cash vs. Accrual
| Issue | Cash method | Accrual method |
|---|
| Income recognition | When actually or constructively received | When earned under all-events test and amount determinable |
| Deduction recognition | When paid | When liability fixed, amount determinable, and economic performance occurs |
| Prepaid income | Often recognized when received unless exception | May have limited deferral under specific rules |
| Prepaid expense | May require capitalization | Matching/economic performance rules can defer deduction |
| Bad debts | Generally no deduction unless income previously included or loan basis exists | Deduction possible when debt becomes worthless |
Business Deduction Classification
| Expense | Deduct, capitalize, or disallow? | Exam cue |
|---|
| Ordinary repairs | Deduct | Maintains property in ordinary condition |
| Improvements/betterments | Capitalize | Extends life, increases value, adapts use |
| Start-up costs | Capitalize with possible election/amortization | Before active business begins |
| Organizational costs | Capitalize with possible election/amortization | Entity formation costs |
| Inventory costs | Capitalize into inventory/COGS | Product costs, resale goods |
| Meals/entertainment | Limited or disallowed depending on category | Entertainment often treated more harshly than business meals |
| Fines/penalties | Generally nondeductible | Paid to government for violation |
| Political contributions/lobbying | Generally nondeductible or limited | Public policy disallowance |
| Charitable contributions | Deductible subject to entity and percentage limits | Individual vs. corporate rules differ |
| Interest | Business, investment, personal, qualified residence, passive | Personal interest usually nondeductible |
Ethics, Professional Responsibilities, and Federal Tax Procedures
Practitioner Duties and Penalties
| Topic | Practical rule | REG trap |
|---|
| Return position | Must meet applicable authority/disclosure standards | Client pressure does not justify unsupported position |
| Due diligence | Make reasonable inquiries when information appears incorrect, incomplete, or inconsistent | Preparer may generally rely on client information unless suspicious |
| Confidentiality | Do not disclose client information without authority or legal requirement | Tax practice rules and professional standards overlap |
| Conflict of interest | Disclose and obtain consent where allowed; withdraw if unmanageable | Representation of adverse parties can impair objectivity |
| Competence | Accept work only with required knowledge/skill or ability to obtain it | Tax research and consultation can support competence |
| Preparer signature/PTIN | Paid preparer obligations apply | Ghost preparation is a penalty risk |
| Frivolous position | Penalties possible | “Tax protester” arguments are not reasonable authority |
| Willful/reckless conduct | Higher penalty exposure | Intent matters for sanction severity |
| Client error discovered | Advise client of error and consequences | Preparer generally cannot force amended return but must consider future association |
Authority Hierarchy for Tax Research
| Authority | Strength |
|---|
| Internal Revenue Code | Primary statutory authority |
| Treasury regulations | Strong administrative authority; final regs generally strongest |
| Revenue rulings/procedures | IRS published guidance; useful but below Code/regs |
| Court cases | Weight depends on court and jurisdiction |
| IRS notices/announcements | Administrative guidance; context-specific |
| Private letter rulings | Binding only for requesting taxpayer; may indicate IRS reasoning |
| Tax treatises/articles | Secondary authority, not substantial authority by themselves |
| Client or preparer opinion | Not authority unless supported by primary sources |
Federal Tax Procedure
| Topic | Rule pattern | Trap |
|---|
| Filing date | Timely filing affects limitations, penalties, elections | Extension to file is not extension to pay |
| Amended return | Used to correct previously filed return | Watch statute and refund claim timing |
| Assessment statute | IRS generally has limited time after filing; longer/no limit for major omissions, fraud, or no return | Early-filed returns may be treated as filed on due date |
| Refund claim | Must be timely under applicable lookback rules | Payment date matters |
| Audit selection | Correspondence, office, field | Do not infer wrongdoing from audit selection |
| Appeals | Administrative dispute resolution before litigation | Settlement authority and hazards of litigation |
| Tax Court | Prepayment generally not required after notice of deficiency | Must petition timely |
| District Court/Court of Federal Claims | Pay first, then sue for refund | Full-payment rule may matter |
| Tax liens | Government claim against taxpayer property | Lien vs. levy distinction |
| Tax levy | Seizure/collection action | More immediate than lien |
| Innocent spouse | Relief from joint liability in qualifying cases | Joint return creates joint and several liability unless relief applies |
| Offers/installment agreements | Collection alternatives | Do not erase liability unless accepted under rules |
Business Law
Contracts
| Topic | Elements or rule | Trap |
|---|
| Contract formation | Offer, acceptance, consideration, capacity, legality | Advertisement usually invitation, not offer, unless specific and definite |
| Common law vs. UCC | Common law for services/real estate; UCC Article 2 for goods | Mixed contracts use predominant purpose test |
| Consideration | Bargained-for legal detriment | Past consideration generally not valid new consideration |
| Capacity | Minors and incompetent persons may avoid contracts | Necessaries may create liability |
| Statute of frauds | Certain contracts require writing/signed evidence | Performance can sometimes remove barrier |
| Parol evidence | Prior/contemporaneous terms cannot contradict final integrated writing | Can explain ambiguity or prove fraud/condition |
| Conditions | Event that triggers or discharges duty | Condition precedent vs. subsequent |
| Breach | Material breach can excuse other party | Minor breach generally allows damages, not avoidance |
| Remedies | Expectation damages, specific performance, restitution, reliance | Specific performance common for unique goods/real estate, not ordinary services |
| Third-party beneficiaries | Intended beneficiary may enforce | Incidental beneficiary cannot |
UCC Sales of Goods
| Topic | UCC rule pattern | Trap |
|---|
| Merchant | Higher standards for merchants | Not every seller is a merchant |
| Firm offer | Merchant signed writing can be irrevocable without consideration for stated period | Common law option requires consideration |
| Battle of forms | Additional terms may enter merchant contracts unless objection/material alteration | Mirror image rule is common law, not UCC default |
| Perfect tender | Buyer may reject nonconforming goods, subject to cure and contract terms | Installment contracts use substantial impairment standard |
| Risk of loss | Depends on shipping terms, carrier, merchant status, breach | Title and risk of loss are not always same |
| Warranties | Express, implied merchantability, implied fitness | Disclaimers must satisfy UCC requirements |
| Buyer remedies | Cover, damages, specific performance for unique goods | Must act commercially reasonably |
| Seller remedies | Withhold delivery, resell, recover damages, reclaim in limited cases | Insolvent buyer facts matter |
Agency
| Topic | Rule pattern | Trap |
|---|
| Actual authority | Express or implied authority from principal to agent | Agent’s reasonable belief matters |
| Apparent authority | Principal’s manifestations to third party create reasonable belief | Agent alone cannot create apparent authority |
| Ratification | Principal later accepts unauthorized act with knowledge | Must ratify entire transaction |
| Agent liability | Depends on disclosure of principal | Undisclosed or partially disclosed principal can leave agent liable |
| Fiduciary duties | Loyalty, care, obedience, accounting | Secret profits and self-dealing are common tested facts |
| Principal liability for torts | Respondeat superior for employee within scope | Independent contractor usually no vicarious liability, with exceptions |
Business Organizations and Liability
| Entity | Owner liability | Tax tendency | Control/formation cue |
|---|
| Sole proprietorship | Unlimited personal liability | Direct owner taxation | No separate legal entity formalities |
| General partnership | General partners jointly/severally liable under applicable rules | Pass-through | Can form by conduct, no filing necessarily required |
| Limited partnership | General partner liable; limited partners limited if requirements met | Pass-through | Requires filing; at least one general partner |
| LLP | Partners have liability shield for many partnership obligations | Pass-through | Professional/service firm context |
| LLC | Members generally limited liability | Flexible tax classification | Operating agreement and state filing |
| Corporation | Shareholders generally limited liability | C or S tax treatment | Articles, bylaws, directors, officers |
| Piercing veil | Owners can become liable if entity abused | Not tax classification issue | Undercapitalization, commingling, fraud, lack of separateness |
Secured Transactions
| Step | Meaning | Exam cue |
|---|
| Attachment | Security interest becomes enforceable against debtor | Value, debtor rights in collateral, authenticated security agreement or possession/control |
| Perfection | Protects secured party against third parties | Filing, possession, control, automatic perfection for some PMSI consumer goods |
| Priority | Determines who wins among creditors | Perfected beats unperfected; first to file/perfect; PMSI superpriority if rules met |
| Default | Creditor may repossess or dispose of collateral | Must avoid breach of peace and act commercially reasonably |
| Proceeds | Security interest may continue in proceeds | Traceability and continuation rules matter |
Debtor-Creditor and Bankruptcy
| Topic | Rule pattern | Trap |
|---|
| Suretyship | Surety promises to pay debt of another | Statute of frauds often applies |
| Guaranty | Secondary liability depending on terms | Conditional vs. unconditional language |
| Priority | Secured creditors generally before unsecured | Perfected status matters |
| Fraudulent transfer | Transfer made to hinder creditors or for less than reasonably equivalent value under insolvency facts | Look for insider and timing clues |
| Bankruptcy chapters | Liquidation vs. reorganization vs. individual repayment plan | Match debtor type and objective |
| Automatic stay | Stops most collection actions upon filing | Exceptions exist |
| Estate property | Broadly includes debtor legal/equitable interests | Exemptions remove some property from creditor reach |
| Discharge | Eliminates personal liability for dischargeable debts | Some taxes, fraud debts, domestic support, student loans may be nondischargeable |
| Preference | Certain prepetition payments to creditors can be avoided | Insider period and ordinary-course defense facts matter |
| Secured creditor in bankruptcy | Claim may be secured to collateral value | Undersecured creditor can have secured and unsecured portions |
Common REG Traps
| Trap | Correct approach |
|---|
| Equating book income with taxable income | Reconcile permanent and temporary differences |
| Using taxable income as E&P | Adjust taxable income for E&P-specific items |
| Treating all pass-through distributions the same | Partnership, S corp, and trust distribution rules differ |
| Forgetting liabilities in partnership basis | Liability shares can increase or decrease outside basis |
| Deducting losses before checking basis | Apply basis first, then at-risk, then passive limits |
| Treating a gift as taxable income to recipient | Gift value generally excluded; basis rules are separate |
| Recognizing all realized gain | Check nonrecognition, boot, and disallowance rules |
| Treating personal losses as deductible | Personal-use loss generally nondeductible |
| Assuming UCC applies to services | UCC Article 2 covers goods |
| Letting an agent create apparent authority alone | Apparent authority comes from principal’s manifestation |
| Treating extension to file as extension to pay | Payment deadline rules differ |
| Relying on private letter ruling as precedent for all taxpayers | PLR generally binds only requesting taxpayer |
Practice Debrief Checklist
After each CPA REG practice set, tag missed questions by failure type:
- Taxpayer/entity missed: Individual vs. C corp vs. S corp vs. partnership.
- Formula missed: Basis, amount realized, AGI, taxable income, E&P, DNI, installment sale.
- Character missed: Ordinary, capital, Section 1231, recapture, passive, portfolio.
- Timing missed: Cash/accrual, constructive receipt, economic performance, installment, carryover.
- Limitation missed: Basis, at-risk, passive, capital loss, related party, phaseout.
- Law element missed: Offer/acceptance, agency authority, attachment/perfection, bankruptcy stay/discharge.
- Ethics/procedure missed: Authority level, preparer duty, statute timing, court forum.
Final Review Priorities
- Memorize the framework formulas: AGI, taxable income, amount realized, recognized gain, adjusted basis, partnership outside basis, S corp basis.
- Drill entity distributions and loss limitations until you can identify basis effects without hesitation.
- Practice property character and nonrecognition questions; many wrong answers confuse realized and recognized gain.
- Review business law elements in compact element lists, especially contracts, agency, secured transactions, and bankruptcy.
- For further practice, complete timed mixed REG question sets and write a one-line rule for every missed question before moving on.