News & Analysis as of

Limited Liability Company (LLC)

Special Purpose Vehicles’ Authority to File for Bankruptcy Revisited

by Dechert LLP on

In order to file for bankruptcy in the United States, a company needs to secure the appropriate corporate authorizations as required by its governing documents. What happens when a debtor does not obtain appropriate...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

IRS Reissues Proposed Regulations for Centralized Partnership Audit Regime

by Morrison & Foerster LLP on

The new rules represent a complete overhaul of partnership audit, assessment, and collection procedures. Taxpayers should review and potentially amend partnership agreements before the new rules are scheduled to take effect...more

Is Your Partnership Ready For IRS Audit Changes?

Businesses across the nation are buzzing about Congressional action on tax reform - action that may not even occur. And yet, many partnerships and limited liability companies (LLCs) have not yet delved into significant IRS...more

What the New Kansas Income Tax Bill Will Mean for Individuals and Businesses

by Stinson Leonard Street on

The saga of Kansas income tax law changes concluded earlier this week when Kansas lawmakers overrode Gov. Sam Brownback's veto of a bill that dismantled the governor's signature tax cuts. With the state facing an estimated...more

Michigan Supreme Court Clarifies Application of the Statute of Limitations to Shareholder Oppression Claims

by Dickinson Wright on

In the recent case of Frank v Linkner, ___ Mich ___; ___ NW2d ___ (2017), the Michigan Supreme Court clarified that a claim for member oppression under Michigan’s Limited Liability Company Act (“LLCA”), MCL 450.4101 et seq.,...more

New Law May Warrant Updates to LLC Documents

by Stinson Leonard Street on

As of January 1, 2018 a new law the Minnesota Revised Uniform Limited Liability Company Act, or Chapter 322C, will apply to all Minnesota limited liability companies. Chapter 322C completely replaces the existing LLC...more

Self-Employment Tax, LLCs, & The “Limited Partner” Exclusion

by Farrell Fritz, P.C. on

In general, self-employed individuals are subject to employment taxes on their net earnings. The wages paid to individuals who are non-owner-employees of a business are also subject to employment taxes, regardless of how...more

Candidates, Contributions & Compliance in Connection with New Jersey’s 2017 Gubernatorial Election

by Genova Burns LLC on

On Tuesday, June 6th, New Jersey held its 2017 gubernatorial primary election. Voters went to the polls to choose the Republican and Democratic candidates for Governor. Now that we know that the general election will feature...more

Insolvency at Its Limits: What Management and Creditors of Insolvent LLCs and LPs Should Know About Fiduciary Duties Waivers and...

by WilmerHale on

Delaware law allows members and partners of limited liability companies (LLCs) and limited partnerships (LPs) to waive the fiduciary duties of their management in their LLC or LP agreements. When an LLC or LP is insolvent,...more

Life insurance planning for the business owner

by Thompson Coburn LLP on

Life insurance is an effective tool that business owners can use to provide liquidity at their passing for both their businesses and their families. Having a properly drafted buy-sell agreement is key to avoiding conflict and...more

Do You know that the US might have a Tax Sharing Information Agreement with your Country?

by Foodman CPAs & Advisors on

The US has Tax treaties and Tax Information Exchange Agreements (TIEAs) with certain countries that provide, upon request, for the exchange of U.S. income information regarding their citizens or residents. There are...more

“Food Fight” Sequel Ends Badly for Ousted Sibling

by Farrell Fritz, P.C. on

A little over three years ago I reported on the first round of a fascinating “food fight” among four siblings, each of whom is a 25% shareholder of a Brooklyn-based, second-generation food distributor known as Jersey Lynne...more

Tax court finds self-employment tax for active LLC member

by Thompson Coburn LLP on

Self-employment (SE) tax is one of the driving forces when a tax advisor recommends what type of entity to use for one’s business. My previous post, “Tax court finds no self-employment tax for passive LLC member,” described...more

Beware the Default Provisions of the South Carolina LLC Act

by McNair Law Firm, P.A. on

The current version of the South Carolina Limited Liability Company Act (the “LLC Act”) has seen very little revision since its passage in 1996. The Uniform Law Commission’s model act, on which the LLC Act is based, has...more

Michigan Supreme Court Clarifies Statute of Limitations for Shareholder/Member Oppression Claims

by Miller Canfield on

When does the statute of limitations start running on claims for minority shareholder/member oppression under Michigan law? In its recent decision in Frank v. Linkner, a unanimous Michigan Supreme Court answered that...more

All Partnerships Need to Adapt to the New Partnership Audit Rules Now

by Hinshaw & Culbertson LLP on

Historically, partnerships and multiple-member limited liability companies ("LLCs") taxed as partnerships generally have not had to pay income taxes at the partnership level. As a result of federal tax law changes effective...more

Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

by Farrell Fritz, P.C. on

The common perception among practitioners familiar with the business entity laws of New York and Delaware is that Delaware law generally is friendlier to, and more protective of, majority ownership and management interests....more

Fiduciary Duties After Pennsylvania’s Act 170

by Fox Rothschild LLP on

As was alluded to in a prior blog post, one of the major changes that has been enacted through Pennsylvania’s Act 170 is the ability, through the operating agreement, to contractually vary fiduciary duties of members and...more

Doing Business in Saudi Arabia 101: Investing in the Kingdom

by Dechert LLP on

President Donald Trump will be making his first official overseas trip as president to the Kingdom of Saudi Arabia, commencing May 20, 2017. During the course of the president’s trip, over US$100 billion worth of...more

Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration

by Farrell Fritz, P.C. on

The rules of “standing” in business divorce litigation generally require that the plaintiff have an ownership interest in the business entity at the time of the alleged wrongful conduct and, for derivative claims brought on...more

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

by Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

Checklists for Small Business Corporate Housekeeping

by PilieroMazza PLLC on

It’s spring and it seems like a good time to make sure your corporate records, documents, and information are in order. We’ve had several blog posts recently about getting ready to sell your company. One of the key pieces in...more

Debt Dialogue: April 2017 - Creditor Barred from Bringing a Derivative Action Against an Insolvent Delaware Limited Liability...

In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more

The limits for interested-party transactions defined

by Dentons on

On 2 May 2017 the Central Bank of Russia published a Directive in which it defined limits for application of the Corporate Laws on interested-party transactions. The limits are taken into account when the price or book value...more

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