CPA REG Quick Review: Taxation and Regulation

Quick independent review for U.S. CPA REG candidates, with high-yield tax, entity, ethics, procedure, and business law decision rules before question-bank practice.

Quick Review for CPA REG

This independent quick review is for candidates preparing for the AICPA U.S. CPA REG - Taxation and Regulation exam, code CPA REG. Use it as a fast review before topic drills, mixed question-bank sets, mock exams, and detailed explanations.

The goal is not to replace full study. The goal is to help you recognize the rule being tested, choose the correct order of analysis, avoid common traps, and convert missed practice questions into targeted review.

Current tax-year dollar amounts, phaseouts, thresholds, and effective dates can change. For CPA REG, know the rule structure and confirm any annual amounts against the current exam materials you are using.

High-Yield REG Map

AreaKnow coldCommon exam trap
Individual taxationGross income, exclusions, adjustments, itemized deductions, credits, filing status, dependents, capital gains/lossesConfusing AGI, taxable income, tax liability, and refund/payment
Property transactionsBasis, amount realized, recognized gain/loss, capital vs ordinary, depreciation recapture, like-kind exchanges, involuntary conversionsCalculating realized gain correctly but recognizing the wrong amount
Entity taxationC corporations, S corporations, partnerships, LLC tax classification, basis, distributions, separately stated itemsForgetting basis limits and loss limitation ordering
Tax procedureAuthority, audits, statutes of limitation, penalties, refund claims, liens/levies, taxpayer rightsAssuming all IRS correspondence means the same procedural deadline
Ethics and professional responsibilitiesDue diligence, preparer standards, client information, confidentiality, conflicts, tax return positionsTreating “client says so” as enough when facts look inconsistent
Business lawContracts, agency, secured transactions, bankruptcy, commercial paper, debtor-creditor rightsApplying UCC rules to non-goods contracts, or common law rules to goods

Core Tax Formula Framework

Do not jump straight to the answer choice. Classify the item first.

[ \text{Taxable income} = \text{Gross income}

  • \text{Exclusions}
  • \text{Adjustments}
  • \max(\text{Standard deduction}, \text{Itemized deductions})
  • \text{Other allowable deductions} ]

Then:

[ \text{Tax due or refund} = \text{Tax on taxable income}

  • \text{Credits}
  • \text{Payments and withholding} ]

Fast Classification Rules

If the fact pattern asks…First question to ask
“Is it taxable?”Is it income under broad gross income rules, and is there a specific exclusion?
“Is it deductible?”Is it personal, business, investment, capital, or specifically disallowed?
“What is the basis?”How was the property acquired: purchase, gift, inheritance, exchange, contribution, distribution?
“Is gain recognized?”Is there a nonrecognition rule, deferral rule, or partial recognition rule?
“Can the loss be used?”Is it allowed, capital, passive, at-risk limited, basis limited, or personal and nondeductible?
“Who pays tax?”Individual, C corporation, pass-through owner, estate/trust, donor, or recipient?

Individual Taxation Quick Review

Filing Status and Dependents

TopicHigh-yield ruleTrap
Married filing jointlyGenerally joint income, deductions, credits, and joint liabilityOne spouse’s tax issue can affect both unless relief applies
Married filing separatelySeparate reporting; often reduced credit/deduction benefitsNot automatically better just because spouses have separate income
Head of householdUnmarried or considered unmarried, qualifying person, household maintenanceA dependent is not always a qualifying person for this status
Qualifying surviving spouseTransitional favorable status after spouse’s death if requirements metNot the same as head of household
Qualifying childRelationship, age, residency, support, joint return testsThe test is generally whether the child provided over half of own support
Qualifying relativeNot a qualifying child, relationship/household, gross income test, support testThe taxpayer generally must provide over half of support

Gross Income: Include Unless Excluded

Usually includedOften excluded or partially excluded
Wages, bonuses, commissionsGifts and inheritances received, though later income from the property is taxable
Business and self-employment incomeLife insurance proceeds paid by reason of death, excluding interest
Interest, dividends, rents, royaltiesMunicipal bond interest for federal income tax purposes
Prizes, awards, gambling winningsQualified scholarships used for qualifying education costs
Unemployment compensationCertain employer-provided health and fringe benefits
Taxable state/local refunds if prior tax benefitWorkers’ compensation and certain physical injury damages
Cancellation of debt income unless exception appliesReturn of capital up to basis

Adjustments, Deductions, and Credits

CategoryExamplesExam focus
Adjustments to incomeCertain retirement contributions, HSA deductions, student loan interest, self-employed health insurance, one-half self-employment taxThese reduce AGI
Itemized deductionsMedical expenses above the applicable floor, state/local taxes subject to limits, mortgage interest, charitable contributions, casualty losses when allowedCompare total itemized deductions with standard deduction
CreditsChild/dependent-related credits, education credits, foreign tax credit, earned income credit where applicableCredits reduce tax; deductions reduce income
Refundable creditsCan produce refund beyond tax liabilityDo not treat all credits as refundable
Nonrefundable creditsLimited to tax liabilityExcess may be lost or carried only if a rule allows

Individual Tax Traps

  • AGI vs taxable income: AGI comes before standard/itemized deductions.
  • Exclusion vs deduction: An exclusion never enters gross income; a deduction reduces income after inclusion.
  • Refundable vs nonrefundable credit: A nonrefundable credit cannot reduce regular tax below zero unless specific rules permit.
  • Alimony: Treatment depends on the governing divorce or separation instrument and current-law rules.
  • State tax refunds: Taxable only to the extent the taxpayer received a prior federal tax benefit.
  • Capital losses: Individual capital losses offset capital gains, then a limited amount of ordinary income, with excess carried forward.
  • Personal losses: Generally nondeductible unless a specific rule allows the deduction.

Property Transactions and Basis

Universal Gain/Loss Framework

\[ \text{Realized gain or loss} = \text{Amount realized} - \text{Adjusted basis} \]\[ \text{Recognized gain or loss} = \text{Realized gain or loss allowed under the applicable tax rule} \]
TermMeaning
Amount realizedCash received + FMV of property received + liabilities relieved - selling expenses
Adjusted basisOriginal basis + capital improvements - depreciation/amortization/depletion - returns of capital
Realized gain/lossEconomic gain or loss from the transaction
Recognized gain/lossTaxable or deductible portion
Deferred gain/lossRealized but not currently recognized due to a deferral rule

Basis by Acquisition Method

AcquisitionGeneral basis ruleCommon trap
PurchaseCost, including capitalized acquisition costsRepairs are usually expensed; improvements are capitalized
GiftCarryover basis for gain; special dual-basis rule may apply for loss when FMV is lower than donor basisRecipient does not use FMV automatically
InheritanceGenerally fair market value at valuation date, subject to special rulesIncome in respect of a decedent may not receive a step-up
Conversion from personal to business useLower of adjusted basis or FMV at conversion for loss/depreciation purposesBuilt-in personal loss is not converted into deductible business loss
Taxable exchangeFMV of property receivedDo not use carryover basis unless a nonrecognition rule applies
Nontaxable exchangeSubstitute or carryover basis, adjusted for boot and recognized gainBasis preserves deferred gain

Character of Gain or Loss

Property typeUsual characterExam focus
Personal-use assetCapital gain; personal loss nondeductibleSale of personal residence has special exclusion rules
Investment assetCapitalHolding period matters
InventoryOrdinaryNever capital asset to dealer
Depreciable business propertySection 1231/recapture frameworkDepreciation can convert gain to ordinary income
Accounts receivable of cash-basis taxpayerOrdinaryBasis often zero
Partnership/S corp interestGenerally capital, with ordinary treatment for certain “hot” itemsLook for unrealized receivables or inventory

Special Property Rules

RuleCore ideaCandidate mistake
Wash saleLoss on stock/securities disallowed if substantially identical stock/securities are acquired within the wash-sale window; disallowed loss is added to basisApplying wash-sale rules to gains
Related-party lossLosses on certain related-party sales are disallowedAssuming related-party gain is also disallowed
Like-kind exchangeDeferral generally for qualifying real property held for business/investment; gain recognized to extent of boot, loss not recognizedTreating personal property or personal-use real estate as qualifying
Involuntary conversionGain may be deferred if replacement property is acquired under the applicable rulesForgetting basis is reduced by deferred gain
Installment saleGross profit percentage determines gain recognized as payments are collectedDepreciation recapture is generally recognized up front
Depreciation recapturePrior depreciation can cause ordinary income treatment on dispositionTreating all Section 1231 gain as capital gain
Capital loss limitsCapital losses follow special offset and carryover rulesDeducting capital losses like ordinary business expenses

Entity Taxation Quick Review

Entity Type Comparison

EntityTax treatmentHigh-yield focus
Sole proprietorshipNot separate from owner for federal income taxSchedule C income, self-employment tax, business deductions
C corporationSeparate taxable entityDouble taxation, E&P, corporate distributions, formation, liquidation
S corporationPass-through entity with eligibility restrictionsShareholder basis, distributions, separately stated items, loss limits
PartnershipPass-through entityOutside basis, inside basis, liabilities, guaranteed payments, distributions
LLCTax classification depends on default rules/electionSingle-member disregarded entity vs partnership vs corporate election

C Corporations

TopicRule to rememberTrap
FormationNonrecognition may apply when property is transferred to corporation by persons in control after exchangeServices are not property for this purpose
Shareholder basisGenerally transferred basis, adjusted for boot/gainFMV is not always shareholder basis
Corporation basisCarryover basis, often increased by gain recognized by transferorDo not automatically use FMV
Liabilities assumedCan affect gain recognition if liabilities exceed basis or have tax-avoidance purposeForgetting liability relief can be boot-like economically
Corporate income taxCorporation pays tax on taxable incomeDividends are taxed again to shareholders
E&PDetermines dividend treatment of distributionsTaxable income and E&P are not identical
Nonliquidating cash distributionDividend to extent of E&P, then return of capital, then capital gainDividend treatment does not depend only on current-year profits
Property distributionCorporation may recognize gain as if property sold; shareholder generally receives dividend amount based on value, subject to liability rulesCorporation generally does not recognize loss on nonliquidating property distribution
LiquidationCorporation and shareholder both may recognize gain/lossLiquidation is not treated like an ordinary dividend

S Corporations

TopicRule to rememberTrap
EligibilityDomestic corporation with permitted shareholders and one class of stockDebt can create issues if it functions like a second class of stock
Pass-throughIncome, deductions, losses, and credits pass to shareholdersSeparately stated items retain character
Basis increasesContributions and income itemsTax-exempt income can increase basis
Basis decreasesDistributions, nondeductible expenses, losses/deductionsApply ordering carefully
Loss useLimited by basis, then at-risk and passive activity rulesA shareholder cannot deduct losses beyond allowable basis
Debt basisDirect shareholder loans can create basis; corporate third-party debt generally does notGuarantees alone are not usually enough
DistributionsGenerally tax-free to extent of basis unless C corporation E&P complications applyNegative stock basis is not allowed

Partnerships

TopicRule to rememberTrap
FormationGenerally nonrecognition for contribution of property to partnershipContribution of services can create taxable compensation/income
Outside basisPartner’s basis in partnership interestIncludes partner’s share of partnership liabilities
Inside basisPartnership’s basis in its assetsInside and outside basis can differ
LiabilitiesIncreases in share of liabilities increase outside basis; decreases are treated like distributions of cashLiability shifts can trigger gain
Distributive sharePartners taxed on allocated income whether or not cash is distributedCash distributions are not the same as taxable income allocations
Guaranteed paymentsUsually ordinary income to recipient and deductible by partnership if otherwise allowableNot dependent on partnership income
Nonliquidating distributionsGenerally nonrecognition; cash exceeding outside basis creates gainProperty basis cannot exceed remaining outside basis
Liquidating distributionsBasis is allocated to assets received under ordering rulesDo not create a loss unless specific requirements are met
Sale of partnership interestGenerally capital, but ordinary income for certain hot assetsUnrealized receivables and inventory matter

Loss Limitation Order

A frequent REG mistake is applying passive activity rules before checking basis.

  1. Basis limitation — Does the taxpayer have enough tax basis?
  2. At-risk limitation — Is the taxpayer economically at risk?
  3. Passive activity limitation — Is the activity passive, and is there passive income?
  4. Excess business loss or other applicable limitation — Apply if relevant under current law.

C Corp vs S Corp vs Partnership Decision Table

QuestionC corporationS corporationPartnership
Is the entity taxed directly?YesUsually no federal income tax at entity levelUsually no federal income tax at entity level
Do owners receive pass-through basis increases?No for corporate incomeYesYes
Do liabilities increase owner basis?Generally noGenerally no, except direct shareholder loansYes, partner’s share of liabilities
Are distributions often taxable?Dividend to extent of E&POften tax-free to basis, subject to E&P rulesUsually tax-free to basis
Can losses pass to owners?NoYes, limitedYes, limited
Are separately stated items important?Less central to shareholder returnYesYes

Estates, Gifts, and Trust Basics

TopicQuick ruleTrap
Gift receivedGenerally excluded from recipient’s gross incomeIncome generated after the gift is taxable to recipient
Gift basisOften carryover basis, with special loss basis rule if FMV is lowerRecipient does not receive automatic stepped-up basis
Gift taxGenerally imposed on donor, not doneeDo not treat every gift as taxable income to recipient
Inherited propertyGenerally basis is FMV at valuation date, subject to exceptionsIncome in respect of a decedent has special treatment
Trust/estate incomeTax may be paid by trust/estate or beneficiary depending on distributions and DNI conceptsDistribution deduction is not unlimited

Federal Tax Procedure

Tax Authority Hierarchy

AuthorityWeight in exam reasoning
Internal Revenue CodePrimary statutory authority
Treasury regulationsStrong authority; final and temporary regulations generally carry significant weight
Revenue rulings and revenue proceduresIRS administrative guidance; useful but below statute/regulations
Court decisionsWeight depends on court level and jurisdiction
Private letter rulingsGenerally apply only to requesting taxpayer; useful for reasoning but not precedent
IRS publications/instructionsHelpful guidance but not primary authority

Statutes of Limitation and Refund Claims

IssueGeneral rule to remember
IRS assessmentGenerally limited after a return is filed, subject to longer periods for substantial omissions and no limit for fraud/no return
Substantial omissionLonger assessment period can apply
Fraudulent return or no returnNo normal limitation period
Refund claimGenerally tied to the later of a period from filing or from payment
Amended returnDoes not automatically reset every limitation period

Audit and Collection Concepts

ConceptWhat to know
Correspondence auditNarrow, document-driven audit by mail
Office/field auditBroader factual development
Notice of deficiencyKey notice that allows petitioning Tax Court without first paying the deficiency
Refund suitGenerally requires payment first, then claim for refund, then suit if unresolved
LienLegal claim against taxpayer property
LevyActual seizure/collection action
Installment agreementPayment over time
Offer in compromiseSettlement for less than full amount if requirements are met
PenaltiesAccuracy-related, failure to file, failure to pay, fraud, preparer penalties, information-reporting penalties

Ethics and Professional Responsibilities

Practitioner Standards

AreaPractical rule
Due diligenceMake reasonable inquiries when information appears incomplete, inconsistent, or incorrect
Client-provided informationMay generally rely on client information in good faith, but not blindly
Tax return positionsMust have appropriate support and must not be frivolous
Error discoveryAdvise client promptly of error and potential consequences; practitioner usually cannot correct without client permission
ConfidentialityDo not disclose or use tax return information without consent unless an exception applies
Conflicts of interestIdentify, disclose, and obtain appropriate consent when representation is permitted
Contingent feesRestricted in many tax return preparation contexts; know when they are prohibited or permitted
Written adviceAvoid unreasonable assumptions, reliance on incorrect facts, or advice designed to evade penalties
Preparer penaltiesCan apply for unreasonable positions, willful/reckless conduct, or lack of due diligence

Ethics Traps

  • A CPA is not required to audit every client-provided tax number, but must question red flags.
  • “The client insisted” is not a defense to an unsupported position.
  • A return position can be nonfrivolous yet still fail a higher disclosure or penalty-avoidance standard.
  • Confidentiality duties apply even when disclosure would make the CPA’s work easier.
  • If a client refuses to correct a material error, consider withdrawal and professional obligations.

Business Law Quick Review

Contracts: Common Law vs UCC

IssueCommon lawUCC sale of goods
SubjectServices, real estate, employment, non-goodsGoods
AcceptanceMirror image rule more importantMore flexible acceptance rules
Contract modificationUsually needs considerationGood-faith modification may not need new consideration
PerformanceSubstantial performance often relevantPerfect tender rule, subject to cure and exceptions
WarrantiesCan arise, but UCC warranty rules are central for goodsExpress, implied merchantability, implied fitness

Contract Formation and Defenses

TopicRule
OfferMust show intent, definite terms, and communication
AcceptanceMust match required method or be reasonable if not specified
ConsiderationBargained-for legal detriment or benefit
CapacityMinors and impaired parties may have avoidance rights
LegalityIllegal agreements generally unenforceable
Statute of fraudsCertain contracts must be in writing, including land, suretyship, contracts not performable within one year, and goods above UCC threshold
Parol evidencePrior/contemporaneous outside evidence generally cannot contradict final integrated writing
AssignmentTransfer of rights; generally allowed unless materially changes obligor’s duty or prohibited
DelegationTransfer of duties; not allowed for special personal performance or where prohibited
RemediesDamages aim to protect expectation, reliance, restitution, or specific performance where appropriate

Agency

ConceptQuick ruleTrap
Actual authorityPrincipal expressly or impliedly grants authorityImplied authority can arise from role or circumstances
Apparent authorityThird party reasonably believes agent has authority due to principal’s manifestationsAgent alone cannot create apparent authority
RatificationPrincipal later accepts unauthorized act with knowledgeRatification is all-or-nothing for the transaction
Agent dutiesLoyalty, care, obedience, accounting, notificationSecret profits breach duty of loyalty
Principal liabilityPrincipal may be bound by authorized actsUndisclosed principal rules can affect liability
Employee tortsEmployer may be liable for acts within scope of employmentIndependent contractor distinction matters

Secured Transactions

StepRequirementExam focus
AttachmentValue given, debtor has rights in collateral, authenticated security agreement or possession/controlAttachment makes security interest enforceable against debtor
PerfectionFiling, possession, control, or automatic perfection depending on collateralPerfection protects against third parties
PrioritySecured parties rank under priority rulesFirst to file or perfect often wins, subject to exceptions
PMSIPurchase-money security interest can receive special priorityTiming and collateral type matter
Buyer in ordinary courseCan take free of certain security interests created by sellerApplies only under specific buyer/seller circumstances

Bankruptcy

TopicHigh-yield rule
Automatic stayStops most collection actions once bankruptcy petition is filed
Bankruptcy estateIncludes debtor’s property interests, subject to exclusions/exemptions
Secured creditorsHave collateral rights; may receive adequate protection
Priority unsecured claimsPaid before general unsecured claims
General unsecured creditorsOften receive limited distribution
DischargeReleases debtor from many debts, but not all
PreferenceCertain pre-bankruptcy transfers to creditors can be avoided if statutory elements are met
Fraudulent transferTransfers made to hinder creditors or for inadequate value may be avoided
Chapter 7Liquidation
Chapter 11Reorganization, often business-focused
Chapter 13Individual repayment plan

Negotiable Instruments and Commercial Paper

TopicRule
NegotiabilityWriting, signed, unconditional promise/order, fixed amount of money, payable to order/bearer, payable on demand or definite time, no improper extra undertakings
HolderPossesses instrument with proper rights
Holder in due courseTakes for value, in good faith, without notice of problems
HDC protectionTakes free of many personal defenses
Real defensesStill valid against holder in due course, such as forgery, fraud in the execution, material alteration, infancy where applicable, illegality, duress, incapacity, bankruptcy discharge
Transfer warrantiesCan create liability even without indorsement liability
Indorser liabilitySecondary liability if proper presentment, dishonor, and notice occur

REG Calculation Checklist

Before selecting a numeric answer:

  1. Identify taxpayer type — individual, C corp, S corp shareholder, partner, estate/trust.
  2. Classify the item — income, exclusion, deduction, credit, basis adjustment, distribution, gain/loss.
  3. Apply ordering rules — especially for basis, distributions, losses, and capital gains/losses.
  4. Separate book and tax — financial accounting income is not taxable income.
  5. Check character — ordinary, capital, Section 1231, separately stated, passive, portfolio.
  6. Check limitations — basis, at-risk, passive, AGI floors, percentage limits, phaseouts.
  7. Check timing — cash vs accrual, installment method, deferral, carryover.
  8. Avoid negative basis — tax basis generally cannot go below zero.
  9. Use current-year amounts carefully — do not rely on old thresholds.
  10. Answer the question asked — tax liability, taxable income, deduction, basis, recognized gain, or amount realized.

Common Candidate Mistakes

MistakeBetter approach
Memorizing isolated rules without orderPractice multi-step ordering: inclusion, deduction, limitation, character, timing
Treating every distribution as taxable incomeFirst determine entity type, E&P, basis, and distribution ordering
Forgetting separately stated itemsPass-through items retain character for owners
Confusing partner debt basis with S shareholder debt basisPartnership liabilities affect outside basis; S corp third-party debt generally does not
Recognizing all realized gainsLook for nonrecognition or deferral rules
Deducting personal expensesConfirm business, investment, or specifically allowed personal deduction
Ignoring preparer ethicsREG often tests judgment, not just tax math
Applying UCC to service contractsDetermine whether goods dominate the transaction
Missing “except,” “least,” or “not”Re-read the call of the question before calculating
Overusing annual dollar amountsLearn the structure; verify current thresholds separately

Fast Final Review Tables

Tax Treatment of Common Receipts

ReceiptLikely treatment
Compensation for servicesTaxable ordinary income
Gift receivedExcluded from income, basis rules apply
Inheritance receivedExcluded from income, basis rules apply
Interest on corporate bondTaxable interest income
Municipal bond interestGenerally excluded federally
Qualified dividendTaxable, potentially favorable rate
Return of capitalReduces basis, then gain after basis reaches zero
Loan proceedsNot income because of repayment obligation
Debt cancellationIncome unless exclusion/exception applies
Security depositDepends on facts; advance rent is generally income

Business Deduction Decision Rules

ExpenseUsually deductible?Watch for
Ordinary and necessary business expenseYesCapitalization, substantiation, public policy limits
Capital improvementNo immediate deduction; capitalizeDepreciation or basis recovery
Personal living expenseNoSpecific exceptions only
Meals/entertainmentLimited or disallowed depending on typeDocumentation and business purpose
Fines/penaltiesOften disallowedCompensatory vs punitive distinction
Bad debtDepends on business/nonbusiness and worthlessnessCash-basis receivables often have no basis
InterestDepends on type and limitationsPersonal interest generally disallowed
Charitable contributionSubject to entity and percentage rulesC corp vs individual rules differ

Entity Distribution Ordering

EntityDistribution logic
C corporationDividend to extent of E&P, then return of capital to basis, then capital gain
S corporation without C corp E&P issueGenerally reduces stock basis; excess is gain
PartnershipCash reduces outside basis; cash over basis creates gain; property basis rules apply
Liquidating corporationShareholder generally recognizes gain/loss comparing amount received with stock basis
Liquidating partnershipSpecial basis allocation rules; loss only in limited circumstances

How to Use This with a Question Bank

Use this page as a review companion, then move immediately into independent companion practice.

  1. Start with topic drills

    • Individual tax: income/deductions/credits.
    • Property: basis and recognized gain/loss.
    • Entities: C corp, S corp, partnership basis/distributions.
    • Procedure/ethics.
    • Business law.
  2. Review detailed explanations

    • For every miss, write the tested rule in one sentence.
    • Identify whether the miss was a rule gap, ordering error, calculation error, or reading error.
  3. Build mixed sets

    • Mix tax and business law so you practice switching frameworks.
    • Time yourself after accuracy improves.
  4. Use mock exams for endurance

    • Do not use mock exams only to get a score.
    • Mine them for repeated weak areas.
  5. Return to targeted topic drills

    • If basis, distributions, or procedure questions keep repeating as misses, isolate them until the pattern is fixed.

Error Log Template

Missed question topicError typeCorrect ruleWhat to do next
Partnership distributionOrdering errorCash reduces basis; cash over basis creates gainDrill 10 partnership basis questions
C corp property distributionRule gapCorp can recognize gain on appreciated property distributionReview E&P/distribution table
Statute of fraudsClassification errorDetermine UCC goods vs common law firstDrill contracts questions
Tax preparer penaltyEthics judgmentClient info can be relied on only if reasonableDrill professional responsibility questions

Practical Next Step

Review one section above, then complete a short set of original practice questions on that exact topic. Read the detailed explanations carefully, update your error log, and repeat with topic drills until the rule order feels automatic before moving to full mixed mock exams.