News & Analysis as of

Partnership Liabilities

Ward and Smith, P.A.

Premarital Agreements and the "Voluntary" Signature

Ward and Smith, P.A. on

Premarital agreements offer persons contemplating marriage the ability to plan for the distribution of their assets and liabilities in the event of separation and/or divorce. While the concept of planning for divorce may seem...more

Farrell Fritz, P.C.

Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore

Farrell Fritz, P.C. on

Unlike the vast majority of states, New York hasn’t adopted the Revised Uniform Partnership Act (1997) (“RUPA”). A recent appellate decision by a court in a neighboring RUPA state — New Jersey — highlights the very different...more

Farrell Fritz, P.C.

A Fresh Take on Partnership to LLC Conversions

Farrell Fritz, P.C. on

A rarely litigated provision of the New York Limited Liability Company Law (the “LLC Law”), Section 1006, authorizes the conversion of a general or limited partnership to a New York LLC through a statutorily-prescribed...more

Hogan Lovells

Secondary Transactions: ECI Withholding Amount and Partnership Liabilities

Hogan Lovells on

Proposed regulations have recently been issued by the U.S. Internal Revenue Services (IRS) under a withholding provision of U.S. tax law enacted in 2017 that imposes withholding tax on a non-U.S. person’s sale (or other...more

Miles & Stockbridge P.C.

Delaware Law Amended to Allow Limited Liability Companies to Divide Assets and Liabilities

The state of Delaware recently enacted an amendment to the Delaware Limited Liability Company Act (the “Act”), effective August 1, 2018, which allows a limited liability company to divide into two or more limited liability...more

Holland & Knight LLP

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

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

Lowndes

IRS Re-Releases Partnership Audit Regulations

Lowndes on

The IRS has released proposed regulations implementing the new centralized partnership audit rules. These regulations are virtually identical to the regulations that were released and then pulled in January of this year. ...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: May 2017 - The 2016 IRS Regulations Regarding Partnership Liabilities and Disguised Sale Rules

The Internal Revenue Service (IRS) issued regulations last October (the 2016 Regulations) that significantly alter the landscape of allocations of partnership liabilities and the disguised sale rules. The 2016 Regulations...more

Morrison & Foerster LLP

Recently Issued Final, Temporary and Proposed Treasury Regulations Regarding the Allocation of Partnership Liabilities and...

Morrison & Foerster LLP on

On October 5, 2016, the Internal Revenue Service (“IRS”) and Treasury Department published final regulations (the "Final Regulations"), temporary regulations (the "Temporary Regulations") and new proposed regulations (the...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Regulations Dramatically Alter Partnership 'Disguised Sales' and Allocation of Partnership Liabilities

On October 4, 2016, the Internal Revenue Service and the Treasury Department issued a sweeping package of proposed, temporary and final regulations under the Internal Revenue Code that, among other things, significantly...more

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