Partnerships

News & Analysis as of

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

The Basics of 1031 Exchanges - Part One

This is part one of a two-part series on Internal Revenue Code Section 1031 Tax-Deferred property exchanges. This first article will provide an overview of the rules that govern 1031 exchanges. Part two will deal with the...more

Court of Appeals to Decide Controversial Partnership Dissolution Case

In a controversial ruling last year in Congel v Malfitano, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former 3.08% partner in a general partnership that owns an...more

When Investing In A Partnership May Be A Tax Problem

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

Some Tax Law Changes That Take Effect in 2017

No new tax legislation has come forth yet, but per tax laws passed in prior years, some changes in the law will occur in 2017. Chief among them...more

New Temporary and Proposed Regulations Regarding Debt Allocations for Partnerships - 'Oh My' - Tax Update Volume 2017, Issue 1

Although There Are Aspects of the Regulations that Practitioners and Taxpayers Still Disagree With, There Are Others that Are an Improvement on What Was Proposed Earlier. From 2013 through 2014, the IRS and the U.S....more

Applying the Look-Through Rules in Determining 'Investment Partnership' Status Under Section 721(b) - Tax Update Volume 2017,...

Careful Evaluation and Planning Should Be Undertaken When the Partnership Is Formed and When Assets Are Contributed to Evaluate the Potential Impact of Section 721(b). Many taxpayers choose partnership structures...more

Congress Offers Technical Corrections to Help Implement the New Partnership Audit Rules

As discussed in a previous post, in late 2015 Congress enacted the Bipartisan Budget Act of 2015 (the “BBA”) which completely revamped the way partnerships (including LLCs taxed as partnerships) will be audited beginning in...more

For What Does It Profit A Man To Save His Partnership Yet Forfeit His Ability To Pay His Taxes?

According to statistical data released by the IRS earlier this year, the examination rate for partnership tax returns has been increasing significantly over the last couple of years; of course, this includes returns filed by...more

When Partnership “Members” Are Employees

Last week, I wrote about how AB 2883 changes the definition of “employee” vis-a-vis corporate directors. See Is A Corporate Director An Employee Subject To Workers’ Compensation? AB 2883 also rewrites the definition of...more

Financial Services Quarterly Report - Fourth Quarter 2016: The Impact of New U.S. Partnership Audit Rules on Investment...

The U.S. Bipartisan Budget Act of 2015 amended the provisions of the U.S. Internal Revenue Code of 1986, as amended (Code), governing partnership audit proceedings. The new provisions are designed to simplify the ability of...more

Ron Aucutt’s “Top Ten” Estate Planning and Estate Tax Developments of 2016

In an always-anticipated annual tradition, Ronald Aucutt, a McGuireWoods partner and co-chair of the firm’s private wealth services group, has identified the following as the top ten estate planning and estate tax...more

Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate...

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more

IRS Proposes Helpful Changes to "Fractions Rule" Tax Regulations

Proposed income tax regulations published by the Internal Revenue Service (IRS) on Nov. 23, 2016, amend the current regulations regarding the application of the "fractions rule" to partnerships that hold debt-financed real...more

Romanian Legal Update: Public - Private Partnership - the New Law

The New PPP Law applies to the projects where the preparation study demonstrates that, among others, the revenues obtained by the project company under the project are generated totally or mostly, by payments made by the...more

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

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

Proposed Treasury Regulations on Valuation Discounts for Family-Controlled Entities

IRS Proposals Threaten Valuation Discounts for Family-Controlled Entities - The Treasury Department recently published new proposed regulations ("2704(b) regulations") which, if adopted in their current form, would...more

Estate Planning for Family Businesses

Estate planning for closely held family businesses could be significantly affected by proposed regulations that have been published by the Internal Revenue Service. The IRS proposed regulations and their effect on...more

The Georgia Superior Court/Probate Court Dance

No procedural or jurisdictional issues in Georgia fiduciary litigation can cause as much headache as the sometimes exclusive and sometimes concurrent jurisdiction of the superior and probate courts. The Georgia Court of...more

Trust and Estate: Family Feud — Hollywood May Call It Entertainment But It Is No Laughing Matter for Family Businesses, Part II...

INTRODUCTION - As discussed in Part One of this article, statistics show that most family-owned businesses fail after a generation or two. Specifically, only 30% of family-owned businesses survive the transition from...more

One Step Back, One Step Forward: New Debt-Equity Regulations Narrow Their Focus on Earnings Stripping

Seyfarth Synopsis: On October 13, 2016 the IRS and Treasury Department published over 500 pages of final and temporary regulations under Code Section 385 (the “Final Regulations”). Drafted to curtail tax benefits accrued by...more

Franchisee’s & Self-Employment Taxes

In a recent Chief Counsel Advice (CCA 201640014, issued 9/30/2016), the Office of Chief Counsel (“OCC”) of the Internal Revenue Service found that all of a franchisee’s share of earnings from a partnership that operating...more

Food and Beverage Companies: Get the Dish on Commercial Agreements: Insights from Nutter’s Jeremy Halpern

Jeremy Halpern, a partner in Nutter’s Food and Beverage Group and the Director of Business Development for the firm’s Emerging Companies Group, discussed commercial agreements in the food and beverage industry in Nutter...more

Investment Management Update

Investment Adviser AXA Wins Excessive Fee Trial - A federal judge in New Jersey has ruled in favor of AXA Equitable Life Insurance Company (AXA Equitable) and its wholly owned subsidiary, AXA Equitable Funds Management...more

New Treasury Regulations Curtail Planning Opportunities for Partnership Structures

The U.S. Treasury Department and the Internal Revenue Service issued final and temporary regulations (the “2016 Regulations”) on October 5, 2016 addressing the partnership disguised sale and debt allocation rules. The 2016...more

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