News & Analysis as of

Operating Agreements Partnerships

The New Partnership Audit Rules Are Coming, Have You Checked Your Operating Agreement?

by Dickinson Wright on

At the end of 2015, the Bipartisan Budget Act of 2015, as amended (the “BBA”), was enacted into law, and will be effective for tax years beginning after 2017. Under the BBA, the rules relating to the audit of partnership tax...more

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

by Saul Ewing LLP on

Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership

by Farrell Fritz, P.C. on

Oh, the things that can happen when the LLC members identified in the company’s operating agreement differ from those identified in official documents submitted to government agencies....more

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

by Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

Keeping Your Team Motivated: A Profits Interest as an Equity-Based Incentive

by Varnum LLP on

Say you own one-half of an LLC that is taxed as a partnership. You and your partner invested the initial capital that was necessary to get the business up and running, and you both built the business with the help of a few...more

Partnership Audit Changes and Their Effect on Operating Agreements

by Taylor English Duma LLP on

On November 2, 2015, President Obama signed into law the Bipartisan Budget Act of 2015. The Bipartisan Budget Act of 2015 contained several significant changes to the procedural rules for federal income tax audits and the...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

Navigating the New Partnership Audit Rules: Sea Change or Same Course?

by Dechert LLP on

The recently enacted Bipartisan Budget Act of 2015 amended existing Internal Revenue Code of 1986, as amended (the “Code”) rules governing tax audits of partnerships in the U.S. These new rules primarily impact partnerships...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

New Audit Rules Require Changes to Partnership and LLC Operating Agreements

by Holland & Knight LLP on

The Bipartisan Budget Act of 2015 (P.L. 114-74) includes a complete overhaul of the procedures that apply to Internal Revenue Service (IRS) audits of partnerships, including limited liability companies (LLCs) taxed as...more

How Do I Get Out of this Practice?

by Jaburg Wilk on

For years the goal of many young doctors was to gain ownership in their medical practice entity. For many, when the time came for them to “make partner,” they signed on the dotted line without fully understanding the legal...more

Homebuilder Series Webinar: Joint Ventures Solutions, Steve Lear

This is the second in a series of in-depth webinar discussions that cover a range of legal and business issues affecting the homebuilder industry. Homebuilders frequently use joint ventures as a means to finance...more

U.S. Tax Court Ruling in State Conservation Tax Credit Case Requires Income Recognition

by Williams Mullen on

In its recently issued opinion in the case of Route 231, LLC v. Commissioner, T.C. Memo 2014-30 (2/24/14), the United States Tax Court (the “Court”) held that a transfer of state tax credits to a 1% member who had contributed...more

Business Formation Q&A

by D. Lee Gwinn on

Summarizes the different types of business entities and formational documents involved....more

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