Limited Liability Company

News & Analysis as of

IRS Reverses Position on “Bad Boy” Guarantees

Earlier this year, the IRS issued Chief Counsel Advice 201606027 (February 5, 2016) concluding that, for purposes of the basis and at-risk limitations, an LLC member’s guarantee of entity-level nonrecourse debt conditioned...more

Changes to IRS Partnership and LLC Audit Rules

Recent history has seen a proliferation of health care organizations—including tax-exempt organizations, for-profit companies, and physician practice groups—that have joined together to take advantage of different synergies...more

The Tennessee Business Court Clarifies Fiduciary Duties of LLC Members

In a recent opinion, decided 12/22/15, the Tennessee Business Court clarified the circumstances under which members of a Tennessee limited liability company owe fiduciary duties to one another. In Ewing v. Miller, Case No....more

Moved to Florida, but still can’t let go of New York – Will your estate be subject to New York estate tax?

Many New Yorkers who want to move to Florida still desire to retain a home, an apartment, or some other type of property in the place where they grew up. What many of the newly minted Florida residents may not consider are...more

Russian Legislation Update

Corporate - On 29 December 2015 the President signed Federal Law No. 391-FZ amending the Basic Principles of Notary Activities, the LLC Law and a number of other laws. The amendments provide, among others, the...more

When Should I Choose to Form a C Corporation Instead of An LLC?

Arguably, one of the most important decisions that will affect the ultimate success of a business, whatever its size, is the decision of how to incorporate that business. There is a fairly wide range of choices to choose...more

It's Time to Apply for the Virginia Wineries and Vineyards Tax Credit

April 1st is the deadline to file for a tax credit against 2015 individual or corporate income on “qualified capital expenditures” made in connection with establishing or improving a Virginia farm winery or vineyard. The...more

Court Of Chancery Explains Inspection Rights In An LLC

This is an interesting decision because it explains inspection rights in the LLC context under the two different standards set out in Section 18-305(a) and (b) of the LLC Act. As expected, it is better to seek inspection as a...more

New IRS Audit Rules: Partnerships and LLCs Should Name A Partnership Representative For IRS Audits

New legislation will govern IRS audits of partnerships and LLCs for tax years beginning after December 31, 2017. The new rules will affect both existing LLCs and partnerships as well as new partnership and LLC agreements,...more

Focus on Tax Strategies & Developments - January 2016

Protecting Americans from Tax Hikes Act of 2015—the Year-End Legislation f/k/a Extenders - Just in time for Christmas, Congress passed, with bipartisan support, and the President signed, the “Protecting Americans from...more

New Partnership Audit Rules Require Careful Review of Partnership and LLC Agreements

If you are a partner of a partnership or a member of a limited liability company (LLC) taxed as a partnership, or are entering into a new partnership or LLC, you may have some important decisions to make in light of impending...more

Fourth Circuit Affirms Tax Court Decision Holding Partnership Allocation of State Tax Credits Was a Taxable Disguised Sale.

In its recently issued opinion in the case of Route 231, LLC v. Commissioner, No. 14-1983, 2016 WL 97598 (4th Cir. 2016), the U.S. Court of Appeals for the Fourth Circuit (the “Court”) affirmed the U.S. Tax Court’s decision...more

Delaware Insider: When Deciding Whether to Judicially Dissolve an LLC, the Court May Find the “Purpose” of the LLC to Be Different...

Pursuant to 6 Del. C. § 18-802, if a member or manager of a Delaware LLC petitions for a decree of dissolution, the Delaware Court of Chancery may dissolve the LLC “whenever it is not reasonably practicable to carry on the...more

Washington State’s Cooperative Law Overhauled Effective January 1, 2016

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a...more

2015 Year End Tax Update

A BRIEF LOOK BACK - Where We Are Now – The View from Bucks County, Thanksgiving 2015 - 1. “Make America Great Again!” Sounds like a terrific idea, even for those (few?) of us who think America is already great and...more

Saudi Arabia Issues New Regulations for Companies, Altering Regulatory Landscape

Innovative changes address company and investor concerns as Saudi Arabia moves to modernize its corporate legal regime. On 9 November 2015, the Council of Ministers of the Kingdom of Saudi Arabia approved the...more

Comprehensive Partnership Audit Reform Requires Amendments To Partnership (and LLC Operating) Agreements

Congress has recently scrapped the existing procedures for IRS audits of partnerships. The new rules (the “BBA Audit Rules”1) are effective for partnership taxable years beginning on or after January 1, 2018. A partnership...more

Investing in Morocco

Over recent years, Kingdom of Morocco has created a legal and regulatory framework very attractive for foreign investors. In addition to its political stable environment, a recent series of tax treaties with numerous...more

A Couple Of Points About Receiverships

There's a lot to wonder about receiverships. Like, how is the Receiver's compensation calculated? And does it make a difference to compensation if a corporate shareholder says the receivership was unnecessary, and that it...more

Bipartisan Budget Act of 2015 Introduces New Partnership IRS Audit Rules

Effective for partnership tax years beginning after 2017, the Bipartisan Budget Act of 2015 repealed the current partnership audit rules and replaced them with rules described in general terms below. Partnerships can also...more

IRS Audits of Partnerships: Big Changes are Coming

The Bipartisan Budget Act of 2015 (the “Act”), which was signed into law on November 2, will drastically change the way entities (including limited liability companies) treated as partnerships for U.S. federal income tax...more

Sweeping Change to Partnership Tax Audit Procedures

A major change to partnership audits was signed into place by President Barack Obama on November 2nd following the passage of the Bipartisan Budget Act of 2015 by Congress on October 30th. Previously, partnerships with more...more

Spotlight On Alabama: A Busy Tax Year in Review

It has been a busy year for developments in Alabama state taxation. In this tax alert we review many of the significant developments that have occurred over the last 12 months....more

FCC May Ease the Way for Foreign Investment in Telecommunications Industry

The FCC seeks public input on how it can change the rules that limit direct and indirect foreign ownership in media and telecommunications companies to reduce barriers to foreign sources of capital without compromising...more

Rejected! Mistakes with Common Corporate Filings

In addition to the embarrassment factor for counsel and the extra time and expense involved, a rejected corporate filing can throw a wrench into what would otherwise be an orderly sequence of events in a transaction. To avoid...more

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