Louis Vlahos

Louis Vlahos

Farrell Fritz, P.C.

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An Overview Of The NYC Business Tax Environment

“If I can make it there, I’ll make it anywhere.” So begins one of the most iconic of musical tributes to New York City. It is sung at every Yankees game. It sums up the feelings of thousands of aspiring artists. As it turns,...more

3/27/2017 - Business Taxes Income Taxes Realty Transfer Taxes Sales Tax State and Local Government

A Buyer’s Guide to Acquiring Target’s Assets With A Stepped-Up Basis

The last few posts have focused upon the “tax-free” contribution of property to a partnership. Today, we’re “doing a 180,” as they say (whoever “they” are), and considering how the acquisition of assets may be structured so...more

3/20/2017 - Acquisitions Limited Liability Company (LLC) Target Company

Effecting Exchanges of Property Through a Partnership

In the last two posts, we saw how a Taxpayer who transfers Property A to a partnership (“Partnership”) in exchange for an equity interest therein will not be required to recognize the gain realized on the transfer. This gain...more

3/14/2017 - Like Kind Exchanges Partnerships Real Estate Transactions Realty Transfer Taxes

Protecting Tax Deferral for A Contribution to A Partnership

When a taxpayer (“Taxpayer”) sells a property (“Property”) with a fair market value (“FMV”) in excess of Taxpayer’s basis in Property in exchange for cash in an arm’s-length transaction, the amount of gain that he realizes on...more

3/6/2017 - Capital Gains Depreciation Investment Funds Partnership Interests Partnerships Risk Allocation Selling a Business Tax Deferral

When A “Tax Free” Exchange May Not Be Free of Tax

“Tax free” – two words that often bring great delight when they are spoken by a tax adviser to the owner of a business, whether he is considering the disposition of a single asset, or of substantially all of the assets, of...more

2/27/2017 - Capital Gains Corporate Taxes Like Kind Exchanges Partnerships Real Estate Transactions Realty Transfer Taxes Tax-Deferred Exchanges Tax-Free Transfers

N.Y.’s 2018 Budget Proposal: Tax Proposals To Watch

Last month, Governor Cuomo presented his budget proposal for NY State’s 2017- 2018 fiscal year. Included in the proposal were a number of tax provisions that should be of interest to closely-held businesses and their owners....more

2/21/2017 - Business Taxes C-Corporation Corporate Taxes Governor Cuomo Income Taxes IRS Non-Resident Income Taxes Partnerships Real Estate Transfers Realty Transfer Taxes S-Corporation Sales Tax State Budgets Tax Reform

Reporting A Closely Held U.S. Corporation’s Overseas Activities

We have heard a lot about large, publicly-traded U.S. corporations that have parked trillions of dollars overseas to avoid the payment of U.S. income tax. We have heard how the tax system must be seriously broken to have so...more

2/14/2017 - Closely Held Businesses Controlled Foreign Corporations Corporate Taxes FBAR Filing Requirements FinCEN Foreign Corporations Foreign Financial Institutions (FFI) IRS Multinationals OVDP Passive Foreign Investment Company Penalties Reporting Requirements

Shareholder Liability For Corporate Income Tax?

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

2/6/2017 - Corporate Liability Corporate Taxes Corporate Veil Creditors Debt Federal Priority Act IRS Piercing the Corporate Veil Preferential Transfers Shareholders Tax Liability

Rolling Over Target Equity Into A PE Fund: Part II

Roll-Over: Tax Issue - Picking up on yesterday’s discussion, how can a PEF reconcile its preference to acquire a depreciable or amortizable basis for its target’s assets while, at the same time, affording the target’s...more

2/2/2017 - Acquisitions Business Taxes C-Corporation Capital Gains Holding Companies Minority Shareholders Partnerships Portfolio Companies Private Equity Funds Rollover Equity S-Corporation Sale of Assets Selling a Business Tax-Deferred Exchanges Tax-Free Exchanges Transfer Taxes

Rolling Over Target Equity Into A PE Fund: Part I

For many business owners, the final step of a successful career may be the sale of their business. At that point, the investment into which the owners have dedicated so much time, effort and money is liquidated, leaving them...more

2/1/2017 - Acquisitions Business Taxes Capital Gains Holding Companies Minority Shareholders Portfolio Companies Private Equity Funds Rollover Equity Sale of Assets Selling a Business Tax-Deferred Exchanges Tax-Free Exchanges Transfer Taxes

Loans Between Related Entities

What Was Intended? Over the last thirty years, I have reviewed the income tax returns of many closely held corporations and partnerships. Quite often, on Schedule L (the balance sheet), I will see an entry for “other...more

1/18/2017 - Advances Affiliated-Business Arrangements Bad Debt Business Taxes Closely Held Businesses Corporate Taxes Debtor-Creditor Equity Financing Investment Companies IRS Lack of Evidence Loan Transfers Tax Deductions

When Investing In A Partnership May Be A Tax Problem

A business entity that is treated as a “flow-through” for income tax purposes enjoys the benefit of a single level of tax – the entity itself is typically not subject to tax on its net income; rather, that income “flows...more

1/9/2017 - Business Taxes C-Corporation Corporate Taxes Deductible Expenses Dividends Double Taxation Investment Companies Investment Funds IRS Partnerships S-Corporation Shareholders Tax Avoidance

Who Is The Taxpayer?

Back to Basics - This is not a silly question. In fact, it is often one of the most difficult issues confronted by a tax adviser, and it arises from one of the most basic of tax principles; specifically, that income is...more

1/3/2017 - Employment Contract Income Taxes Individual Accountability Pass-Through Entities S-Corporation Self-Employment Tax Shareholders Tax Court Tax Liability Transfers of Value

For What Does It Profit A Man To Save His Partnership Yet Forfeit His Ability To Pay His Taxes?

According to statistical data released by the IRS earlier this year, the examination rate for partnership tax returns has been increasing significantly over the last couple of years; of course, this includes returns filed by...more

12/28/2016 - Allocation of Funds Business Taxes Fiduciary Duty Income Taxes Limited Liability Company (LLC) Membership Interest Partnership Interests Partnerships Tax Audits Tax Court

Disposing of Real Property in a Tax-Advantaged Manner

Many of our clients are heavily invested in real property. In some cases, this investment may be a single property in a prime location; in others, the client (and maybe his family) is in the business of owning and operating a...more

12/20/2016 - Like Kind Exchanges Partnership Interests Real Estate Investments Realty Transfer Taxes REIT Tax-Deferred Exchanges UPREITS

“But I Didn’t Know” – Protecting Yourself from Responsible Person Status

A couple of weeks ago, we considered a situation in which an unscrupulous partner (perhaps in cahoots with an IRS agent) tried to stick one of their partners with the federal employment taxes owed by their failing business....more

12/12/2016 - ALJ Business Partners Corporate Liability Corporate Officers Duty to Act Joint and Several Liability Personal Liability Responsible Party Sales Tax Shareholders Written Agreements

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