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Partnerships Business Ownership

Mandelbaum Barrett PC

Choosing the Best Structure for Your Business

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Selecting the appropriate business structure is a crucial decision that can significantly impact your company’s future growth and legal protection. Entrepreneurs should review this comparison of common business structures,...more

Allen Barron, Inc.

You Sign Every Tax Return Under The Penalties of Perjury

Allen Barron, Inc. on

Many Americans have not noticed the paragraph above their signature line on the 1040 and other IRS and state tax forms, which notifies the taxpayer that they signed their tax return "under the penalties of perjury" and that...more

Farrell Fritz, P.C.

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Farrell Fritz, P.C. on

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Stradling Yocca Carlson & Rauth

California Business Divorce: Understanding IP Ownership in the Context of Operating a California Business

Picture a renowned winery in the heart of Napa Valley that has built its reputation on a trademark that connoisseurs associate with exceptional quality. This trademark, a symbol of years of hard work and dedication,...more

Pillsbury - Propel

Choosing the Wrong Business Structure: A Startup’s Death Sentence?

Pillsbury - Propel on

Starting a business is a thrilling journey filled with excitement, innovation and the promise of potential success. However, choosing the wrong business structure to reach your objectives can set your business on a path to...more

Mayer Brown

New Version of US Internal Revenue Service Form W-9 Requires Partnership Look-Through

Mayer Brown on

In March 2024, the Internal Revenue Service (“IRS”) released a new revision to Form W-9. Forms W-9 previously provided or collected do not expire nor need to be refreshed due to the publication of the new revision....more

Farrell Fritz, P.C.

The Flexible “For Cause” Standard for Director and Officer Removal

Farrell Fritz, P.C. on

Sections 706 (d) and 716 (c) of the Business Corporation Law (the “BCL”) both contain a “for cause” standard for judicial removal of corporate directors and officers. Complaints with claims for judicial corporate director and...more

International Lawyers Network

Establishing a Business Entity in Kenya

[co-author: Mourice Okon] a) Types of business entities in Kenya - Kenya has 5 main types of business entities that is, sole proprietorships, partnerships, limited liability partnerships, companies, non-governmental...more

Allen Barron, Inc.

Do You Need an Asset Protection Strategy?

Allen Barron, Inc. on

Do you need an asset protection strategy in San Diego, California? What is an “Asset Protection Strategy” and who should make sure to have an asset protection strategy in place?...more

McCarter & English, LLP

Next Stop, Revalidation Station: CMS Final Rule for Nursing Home Transparency to Prompt Off-Cycle Revalidation, Revised Form...

Nursing facilities should prepare to provide the Centers for Medicare & Medicaid Services (CMS) with additional information about their ownership, their managing employees and the parties providing certain financial and...more

DarrowEverett LLP

Til Death Do Us Part? Corporate Divorce Can Be Messy, But Not for the Prepared

DarrowEverett LLP on

While no one enters a partnership expecting it to end in divorce, no one is immune to failure. In the world of business, partnerships can sometimes mirror the complexities of personal relationships. Often, it is the “we’ve...more

Allen Matkins

Gain Without Regard To Profits Does Not A Partnership Make

Allen Matkins on

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a...more

Robson & Robson, P.C.

PA. Superior Court Channels Spider-Man: Rules That In Business Partnerships, Great Power Comes With Great Responsibility...

Robson & Robson, P.C. on

Business partnerships are built on the trust and loyalty of their participants. Without mutual coordination and honesty among all involved, tensions will inevitably arise that could derail a partnership’s success. The...more

International Lawyers Network

Establishing A Business Entity In Costa Rica (Updated)

1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known as Sociedades Anónimas (also referred to as “S.A.”), and Limited Liability Companies, known as...more

Rivkin Radler LLP

The Tax-Deferred Rollover – Some Considerations

Rivkin Radler LLP on

“I have wondered at times what the Ten Commandments would have looked like if Moses had run them through the U.S. Congress.” – Pres. Ronald Regan- That line probably describes the exasperation with which many Americans...more

Lowenstein Sandler LLP

Dealing With Fiduciary Duties to a Business Partner Upon Exit

Lowenstein Sandler LLP on

It is an old saw that partners, co-venturers, and insiders to closely held businesses owe fiduciary duties of loyalty and due care when dealing with one another. Importantly, these fiduciary duties modify the common law of...more

Rivkin Radler LLP

Not Selling Despite Tax Increases? Review the Buy-Sell Agreement Among Owners

Rivkin Radler LLP on

Not Selling Your Business This Year? Beginning shortly before the House Ways and Means Committee released its version of the President’s Build Back Better plan, several posts on this blog have explored the uptick in M&A...more

Farrell Fritz, P.C.

The Doctrine of Tax Estoppel in Ownership Status Disputes

Farrell Fritz, P.C. on

Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more

Rivkin Radler LLP

Tax Hikes, Effective Dates, And Selling a Business

Rivkin Radler LLP on

Living the Dream- “How was your weekend?” Thank you for asking. Awful. “Why?” you ask. (Humor me. Pretend you’re interested.) I’ll tell you. One word, with 535 syllables: Congress. When the reconciliation budget...more

McDermott Will & Emery

Illinois Enacts Pass-Through Entity Tax to Help Partners and S Corporation Shareholders Avoid the $10,000 SALT Cap

Illinois enacted a pass-through entity tax (PTE Tax) that may be elected by partnerships and S corporations to permit a federal deduction of state income taxes that otherwise are limited to $10,000 per year from 2018 to 2025...more

Rivkin Radler LLP

Step Transaction Or Substance Over Form? Loss Disallowance In Any Case

Rivkin Radler LLP on

The Dog Days- I’ve never much cared for the month of August. In New York, at least for me, the eighth month of the year – named by the Roman Emperor, Augustus, to honor himself – evokes memories of very warm, very humid...more

Bradley Arant Boult Cummings LLP

The MTC Undertakes an Ambitious Study of Partnership Taxation

On April 27, 2021, the Multistate Tax Commission (MTC) Uniformity Committee voted to accept its Standing Subcommittee’s recommendation to create a work group to study several key issues relating to multistate taxation of...more

Farrell Fritz, P.C.

The Loss Of The Favorable Capital Gain Rate, The Exclusion Of Gain under Section 1202, And The Incorporation Of The Partnership

Farrell Fritz, P.C. on

If the Democrats Win- Science has not established – at least to my knowledge – any correlation between the pre-election year-end activities of individual business owners, on the one hand, and election outcomes, on the...more

Ward and Smith, P.A.

Howdy Partner: A Trail Guide for Promoting an Employee to Co-Owner

Ward and Smith, P.A. on

It is a particularly thorny question – one faced by owners of businesses both large and small: Is it time to promote this employee to co-owner? Panelists at our 2019 Closely Held Business Summit recently noted the...more

Holland & Knight LLP

Duties Among Members of Closely Held Businesses - Current Issues in Closely Held Businesses Series: Part 1

Holland & Knight LLP on

During the COVID-19 pandemic and shelter-in-place orders, many topics arose related to disputes among members of closely held businesses. When the interests of the owners diverge and litigation results, a variety of issues...more

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