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Was It Wirth It? The Pennsylvania Supreme Court Sets a Low Bar for Minimum Contacts

In Wirth v. Commonwealth, the Supreme Court of Pennsylvania held that Pennsylvania personal income tax applied to non-resident limited partners whose only connection with the state was the ownership of a small interest in a...more

The Franchise Tax Board’s Doing Business Legal Ruling – Ex Nihilo, Aliquid Fit

Today’s post will try to put the Franchise Tax Board’s recent Legal Ruling 2014-01 in perspective by imagining the following inquisition by the Franchise Tax Board...more

FDIC Gives Guidance to S-Corporation Banks Regarding Dividends under Basel III

On July 21, the FDIC clarified how it will evaluate requests by S-Corporation Banks to make dividend payments that would otherwise be prohibited under the Basel III capital conservation buffer. New Basel III capital rules...more

Hotel Reassessment Invalid When LLC Owning Hotel Sells 100 Percent Membership Interest But No Person Or Legal Entity Obtains More...

The rule set out in California Code of Regulations Title 18 Section 462.180(d)(1)(B) provides there is a change in the ownership of real property owned by an LLC, "when any corporation, partnership, LLC, or any person… obtain...more

FTB Issues Legal Ruling Addressing Filing And Franchise Tax Obligations of LLCs And Their Members

I’ve written several posts on discussing the meaning and ramifications of “doing business” for California tax purposes. See, e.g., Why Your LLC May Be Doing More Than You Think In California Even When It’s Doing Nothing, 60...more

S Corporations: The Basics

An S Corporation is the same as any other corporation except for the manner in which it is taxed. S Corporations generally do not pay federal income tax but pass the tax liability for their profits through to their...more

Limited Liability Companies (LLC): The Basics

The limited liability company (LLC) is a form of business organization which in recent years has rapidly gained popularity in the United States. A properly structured LLC offers its owners (referred to as “members”) the...more

Goodwill Owned by a Shareholder Can Provide Tax Planning Opportunities

A recent U.S. Tax Court case reminds us that the personal goodwill owned by the principal shareholder/employee can provide significant tax planning opportunities. Generally, the sale of assets by a "regular" corporation...more

Is Your Out-of-State LLC “Doing Business” in California?

Individuals and entities, including those from outside California, who invest in or do business through an out-of-state limited liability company (“LLC”) may be surprised to find out that they have filing obligations and tax...more

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

Check-the-Box Elections: Relevance in the International Context

One of the most powerful tools in cross-border tax planning is the ability to make a “check-the-box” election. Pursuant to the entity classification regulations under Internal Revenue Code §7701 (the “check-the-box...more

New York City Bar Association Report Offering New Proposed Guidance on the Treatment of a Partner as an Employee for Federal Tax...

This report, which was submitted on behalf of the New York City Bar Association by its Committee on Taxation of Business Entities, proposes new guidance, relating to the treatment of certain partners as employees for federal...more

Seed Capital Review: Fall 2013 Survey Of Angel Financings

Welcome to the first installment of Seed Capital review, written by members of the entrepreneurial Services Group at Gray plant mooty. this is our first periodic report analyzing seed capital being raised by companies in...more

Ocean Avenue LLC v. County of Los Angeles Affirmed; AB 2372 Passes Assembly

On June 3, 2014, in a published decision, the California Court of Appeal for the Second Appellate District affirmed the Superior Court ruling in Ocean Avenue LLC v. County of Los Angeles, holding that even though 100 percent...more

Congress Turns Tax World Upside Down with New Focus on Corporate Inversions

Interest in corporate inversions has revived on Capitol Hill. Recent publicity surrounding pending deals has triggered comments and legislative proposals from tax writers and other members and stirred up the debate about...more

Bank Regulators Require Changes To Tax Allocation Agreements

Acting in response to divergent results in recent court decisions, the Federal bank regulatory agencies have adopted an Addendum to their longstanding rules regarding income tax allocation agreements between insured...more

Retroactive Tax Planning

Converting Subpart F Income into Qualified Dividends - U.S. shareholders of foreign corporations are generally not subject to tax on the earnings of such corporations until the earnings are repatriated to the...more

New Simplified Conversion Process for Washington Corporations and Limited Liability Companies

Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption...more

French 3 Per Cent Tax on Distributions: French Subsidiaries of Foreign Companies Should Consider Claiming a Refund

Scope of The 3 Per Cent Tax - The 3 per cent tax is levied on dividend distributions and/or deemed dividend distributions by French companies, French permanent establishments and other French entities that are liable...more

Doing Business in Latin America and The Caribbean: Uruguay

With a geographical area of 176,215 square kilometers and a current population of 3.2 million inhabitants, Uruguay is one of the smallest countries in South America. Its current growth is 5% per annum. The Uruguayan...more

IRS Issues Another Significant Ruling on Spin-off of Real Estate

In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more

Doing Business in Latin America and the Caribbean: Puerto Rico

In 1493, Christopher Columbus arrived in Puerto Rico and claimed the island for the Spanish Crown. Spain controlled the island for most of the next four centuries until 1898, when it ceded Puerto Rico to the United States as...more

Proposed Section 752 Regulations and LIHTC Transactions: Part I

One of the hot topics at the recent ABA Taxation Section meetings in Washington, D.C. was the IRS’s proposed regulations regarding the allocation of partnership recourse and nonrecourse liabilities under section 752 of the...more

The Oklahoma MLP Quarterly - 1Q 2014

The Oklahoma MLP Quarterly highlights changes in taxation, law and capital markets that affect master limited partnerships who have headquarters located in, or significant contacts with, Oklahoma. The publication is...more

Doing Business in Latin America and the Caribbean: Peru

Peru is located on the central western coast of South America. Peru’s population is around 26 million people, with 52% of them living in the coastal region, 37% in the Andes and 11% in the Amazon region. Peru has a...more

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