News & Analysis as of

C-Corporation Internal Revenue Service

Getting Something for Nothing: IRS Withdraws Proposed “Net Value” Regulations

In June 2005, the Internal Revenue Service (IRS) issued a package of proposed regulations providing that certain corporate liquidations, formations and reorganizations would not qualify for nonrecognition treatment if the...more

Entity Selection Series | Part Three: The Benefits of an S-Corporation

In Part One and Part Two of the Entity Selection Series, we discussed the benefits of a Limited Liability Company and a C-Corporation for organizing a venture business. In this edition, we will discuss the benefits (and...more

Treasury Dept. Identifies 8 "Significant Tax Regulations" for Review to Reduce Burden

by Holland & Knight LLP on

The U.S. Department of the Treasury announced on July 7, 2017, in Notice 2017-38 (the Notice) that it has identified as "significant tax regulations" eight sets of U.S. federal tax regulations that were issued between Jan. 1,...more

Reissuance of Proposed Regulations on Partnership Audit Rules

by Dechert LLP on

The U.S. Treasury Department and the Internal Revenue Service (the “IRS”) have re-issued proposed regulations (the “Proposed Regulations”) on the new centralized partnership audit rules enacted as part of the Bipartisan...more

S-Corps, Basis & Loss Limitations

by Farrell Fritz, P.C. on

In General- It is a basic principle of federal tax law that a taxpayer cannot, for purposes of determining the taxpayer’s taxable income, claim a loss with respect to an investment in excess of the taxpayer’s unrecovered...more

For High-Income and International Taxpayers: Defensive Tax Planning

The Importance of Defensive Tax Planning - IRS audit criteria target high-income taxpayers, especially those with reported foreign income or foreign financial assets. Targeted high income taxpayers include...more

New Tax Filing Deadlines Affect Unsuspecting LLCs and Partnerships For 2017

Several tax bills passed by Congress late in 2015 changed the deadlines for filing federal income tax returns for partnerships and most limited liability companies, which are treated as partnerships for tax purposes. Other...more

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

by Farrell Fritz, P.C. on

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

IRS Announces Proposed Partnership Audit Regulations Which Impact Limited Liability Companies and Partnerships

by Roetzel & Andress on

The Internal Revenue Service (IRS) has released Proposed Regulations under Section 1101 of the Bipartisan Budget Act of 2015 (BBA), which provide that for tax years beginning after December 31, 2017, all entities taxable as...more

IRS Issues Final Regulations on REIT and RIC Conversion Transactions

by Proskauer - Tax Talks on

The U.S. Treasury Department and the Internal Revenue Service published on January 18, 2017 final regulations (the “Final Regulations”) reducing from ten years to five years the recognition period for the corporate-level tax...more

Final Regulations Released Regarding PFIC Ownership Determination and Annual Reporting Requirements

by Proskauer Rose LLP on

On December 27, 2016, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released final regulations regarding the determination of ownership of a passive foreign investment company ("PFIC") and regarding...more

When Investing In A Partnership May Be A Tax Problem

by Farrell Fritz, P.C. on

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

Renewed Perils from “Zeroing Out” a Corporation at Year-End

by Dickinson Wright on

Physicians who are involved in the financial management of their practices are all too familiar with the year-end scramble to “zero out” the corporation’s profits. Under this technique, a physician practice that is structured...more

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

by Coblentz Patch Duffy & Bass on

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

The Qualified Subchapter S Subsidiary Election – A Primer and Beyond

by Garvey Schubert Barer on

Mr. Brant’s article offers readers a broad overview of the QSub election and a review of the history surrounding its statutory creation. In addition, it provides a rather in-depth discussion of the QSub qualification...more

Considerations for C Corporations Making a 2016 Conservation Easement Gift

by Baker Donelson on

When considering making a conservation easement gift, there are a number of steps involved, including the creation of multiple documents, appropriate due diligence and other tasks required to implement and substantiate such a...more

IRS Issues Temporary and Proposed Regulations Focused on REIT/RIC Conversion Transactions

by Morgan Lewis on

The regulations affect both real estate investment trusts (REITs) and regulated investment companies (RICs) that receive appreciated property from a C corporation in a so-called “conversion transaction.”...more

New IRS Audit Rules: Is Your Healthcare LLC Ready?

by Dickinson Wright on

The Bipartisan Budget Act of 2015 (the “BBA”), which was signed into law in November 2015, contains significant changes to the way the IRS will audit partnerships beginning in 2018. These changes will also have far ranging...more

The New Partnership Audit Regime Will Be Here Soon – Are You Ready?

by Garvey Schubert Barer on

On November 2, 2015, the Bipartisan Budget Act (“Act”) was signed into law by President Barack Obama. One of the many provisions of the Act significantly impacts: (i) the manner in which entities taxed as partnerships will be...more

"IRS Expands REIT Spin-Off Restrictions, Extends REIT Built-in Gains Period to 10 Years"

On June 7, 2016, the Internal Revenue Service (IRS) and Treasury Department issued new temporary regulations that have dramatic implications for all merger-and-acquisition activity by C corporations and real estate investment...more

Treasury Department Issues New REIT Spinoff Rules

by McGuireWoods LLP on

The Treasury Department today released new temporary and proposed regulations that will impact spinoffs and REIT conversions and modify the definition of “converted property” with respect to REIT transactions....more

How to Lessen the Tax Bite When Selling a Business

When a business is sold, both the buyer and the seller endeavor to walk away with as much cash on hand as possible. The seller hopes to reap the rewards of years of hard work; the buyer hopes to secure enough cash to...more

MIDCO Transactions and the Expanding Universe of Transferee Liability

by Shearman & Sterling LLP on

On April 20, 2016, partner Lawrence Hill (New York-Tax) presented a paper (co-authored with counsel Richard Nessler (New York-Tax)) titled “MIDCO Transactions and the Expanding Universe of Transferee Liability” to The Tax...more

Should Professional Corporations Consider Making an S Corporation Election – Again?

by McGuireWoods LLP on

The United States Tax Court has held that a law firm organized as a professional corporation is liable for accuracy-related penalties for treating year-end bonuses to the shareholder attorneys as compensation (deductible)...more

REITs Targeted In Extenders Bill

Earlier this year, I discussed the IRS’s recent no rule policy on spin-offs, and how that would likely have a chilling impact on spin-offs, particularly the common practice of businesses spinning off their real estate in a...more

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