Partnerships

News & Analysis as of

Investment Tax Credit Lessee Income Inclusion Guidance Issued

New Internal Revenue Service (IRS) temporary regulations provide guidance on the income inclusion rules that apply when a lessor elects to treat a lessee as having acquired investment credit property under Treas. Reg. §...more

Healthcare Newsletter: Volume 6, Number 1

Recent Developments in Mental Health Benefit Denials - The Mental Health Parity and Addiction Equity Act (Parity Act) requires health plans to provide the same coverage for mental health conditions as they provide for...more

IRS Releases Temporary and Proposed Regulations Under IRC Section 50(d)(5)

On July 21, 2016, the IRS released temporary regulations section 1.50-1T under IRC Section 50(d)(5) of the Internal Revenue Code (the "Temporary Regulations") (TD 9776) that provide guidance regarding: (1) the income...more

High Stakes: Investing in a Legal Marijuana Business

Considering diversifying with a high-risk investment? Heard the lure of the “green rush” toward a possible $100 billion legal marijuana industry? Before you write that check... Please see full Article below for...more

D.C. Circuit Reopens Controversy Concerning Regulated Master Limited Partnership Taxation

On Friday, July 1, 2016, a panel of the United States Court of Appeals for the District of Columbia Circuit reopened the issue of whether pipelines organized as partnerships can claim a tax allowance for ratemaking purposes...more

DC Circuit Decision Likely to Reignite FERC Debate Over Tax Allowance for Pass-through Entities

The recent decision by the U.S. Court of Appeals for the District of Columbia Circuit in United Airlines Inc., et al., v. Federal Energy Regulatory, Case No. 11-1479, July 1, 2016 (United Airlines) will likely reignite a...more

Net Operating Loss Cap is Unconstitutional

In RB Alden Corp. v. Commonwealth, No. 73 F.R. 2011 (Pa. Commw. June 15, 2016), the court addressed the taxpayer’s liability for 2006 Corporate Net Income (CNI) Tax on gain from the sale of part of its interest in a...more

IRS Clarifies that Indirect Owners of Disregarded Entities Are Liable for Self-Employment Tax

The IRS recently released temporary regulations clarifying that an employee of a disregarded entity is liable for self-employment tax if the employee is a partner in the partnership that owns the disregarded entity. See...more

Rethinking Choice of Entity — Section 1202 Stock

We tax advisors spend plenty of time assessing whether a particular business is better suited operating as a flowthrough entity or as a tax-paying “C corporation.” Flow-through entities generally include sole...more

New IRS Regulations Subject Certain Partners to Self-Employment Taxes

On May 3, 2016, the U.S. Department of the Treasury issued new temporary and proposed regulations (Temp. Treas. Reg § 301.7701-2T) addressing the tax treatment of partners of a partnership that is the sole owner of an entity...more

New IRS Audit Rules: Is Your Healthcare LLC Ready?

The Bipartisan Budget Act of 2015 (the “BBA”), which was signed into law in November 2015, contains significant changes to the way the IRS will audit partnerships beginning in 2018. These changes will also have far ranging...more

The New Partnership Audit Regime Will Be Here Soon – Are You Ready?

On November 2, 2015, the Bipartisan Budget Act (“Act”) was signed into law by President Barack Obama. One of the many provisions of the Act significantly impacts: (i) the manner in which entities taxed as partnerships will be...more

Taxing LLC Options (It’s Complicated)

Options, warrants, convertible equity and convertible debt are all familiar tools of corporate finance. Taxing LLC Options covers the federal income taxation of non-compensatory options (NCOs) issued by partnerships and LLCs...more

Partnership Contributions that Trigger Gain? The IRS Says 'Yes' - Tax Update Volume 2016, Issue 1

The new regulations will have a direct impact on the formation of partnerships in the international context. For most of the past decade, contributions to partnerships (including LLCs taxed as partnerships) have been...more

The Case for a Unified Approach to Corporate and LLC Citizenship

Imagine opening your email one morning to find a copy of a complaint and summons just received by your out-of-state corporate client. The caption shows a familiar North Carolina company as the lone plaintiff, and a cursory...more

Employee Benefits Advisory: IRS Issues Rules Clarifying the Self-Employment Tax Treatment of Partners – Possible Impact on...

In new regulations issued on May 4, 2016, the IRS clarified that partners in a partnership (including members of a limited liability company that is taxed as a partnership) that owns a subsidiary that is a disregarded entity...more

IRS Releases Final and Temporary Regulations on Self-Employment Tax Rules

Earlier this month, the Internal Revenue Service (the "IRS" or "Agency") released final and temporary regulations (the "Regulations") that clarify the employment tax treatment of partners in a partnership that owns a...more

Practice Pointers on the Up-C Structure

In a structure commonly referred to as an “up-C,” an existing limited liability company or other partnership form (referred to here for convenience as “LLC”) undertakes a public offering through a newly formed corporation,...more

Partners Are Not Employees, Yet

Recently the IRS issued guidance in the form of temporary and proposed regulations clarifying that individuals who are partners in a partnership that itself owns a disregarded entity are not to be treated as employees of the...more

Law à la Mode: Whose Name is it Anyway?

Designing under your own name is a natural, even intuitive choice for many designers and is an established practice in the fashion industry. ...more

Partnership Audit Changes and Their Effect on Operating Agreements

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

Be Careful in Granting Profits Interests to Your Key Employees; New IRS Regulations Suggest the IRS is Keen on Form K-1 Filing

On May 5, 2016, the Department of Treasury and the Internal Revenue Service published final and temporary regulations amending Treasury Regulations §301.7701-2 under Section 7701 of the Internal Revenue Code of 1986, as...more

LLCs May Be Right Unless They’re Wrong

As I’ve posted before, I usually advise non-US companies to form a corporation when expanding to the United States. Every now and then, I get some pushback because the non-US company has heard about ‘limited liability...more

New Partnership Audit Rules Will Require Amendment of All Partnership Agreements by 2018

On November 2, 2015, Congress passed the Bipartisan Budget Act of 2015, Section 1101 of which repeals the long-standing current rules for IRS audits of partnership entities and replaces those rules with a new centralized...more

Cheat guide to setting up shop in the United Arab Emirates

In the last decade, the UAE has become an increasingly popular destination to do business and opportunities abound for many. But alongside the hard work of setting up a business in the UAE, there are a number of legal...more

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