Pass-Through Entities

News & Analysis as of

Comment Period Begins for VA Tax Guidelines for Pass-Through Entity Withholding

On October 28, 2014, the Department published draft guidelines for Pass-Through Entity Withholding. These guidelines are now available on the Department’s Guidelines for Pass-Through Entity Withholding website. ...more

Escaping Taxes in Bankruptcy Through S Corporations

Shareholders of financially troubled S corporations may now be able to avoid the flow-through of taxes when the S corporation or its subsidiary files bankruptcy. ...more

FDIC Issues Guidance on Requests by Banks That Are S-Corporations for Dividend Exceptions to Capital Conservation Buffer

The FDIC issued guidance (the “Guidance”; FIL-40-2014) to banks and savings associations that have elected S-corporation tax treatment (collectively, “S-corporation Banks” and each an “S-corporation Bank”) concerning the...more

S Corporations: The Basics

An S Corporation is the same as any other corporation except for the manner in which it is taxed. S Corporations generally do not pay federal income tax but pass the tax liability for their profits through to their...more

Wyden’s Previous Proposals Could Signal Tax Reform Priorities

Senator Ron Wyden (D-OR) has been a strong advocate for comprehensive tax reform since he joined the Senate Finance Committee in 2005. During his tenure on the Committee, he has introduced a series of comprehensive tax reform...more

New judgment on tax treaty between Germany and the US

Hybrid US S-Corporation eligible for participation exemption. Refund practice of taxes withheld remains to be seen. In a recent judgment (file no. I R 48/12), the German Federal Fiscal Court has commented on Art. 1...more

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

In Frank Aragona Trust, Tax Court Holds that Trustees’ Activities as Employees Count for Purposes of Material Participation Under...

The issue of whether a trust has passive or non-passive income from its investment in a pass-through entity has taken on increased importance in light of the tax imposed on net investment income under Code Section 1411 of the...more

IRS Issues Another Significant Ruling on Spin-off of Real Estate

In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more

Tax Court finds Roth IRAs were Pass-thru Partners

The complex TEFRA procedures for partnership audits and litigation require the IRS to notify partners of the beginning of a partnership audit. The IRS is not required to give notice to indirect partners, who own their...more

Proposed IRS Rule Could Allow Solar Energy REITs

President Obama announced on Friday several executive actions to advance clean energy. Among them, the Internal Revenue Service (IRS) will publish new regulations on May 14th clarifying that certain solar generating assets...more

Southeast State & Local Tax: Important Developments - April Update

The Williams Mullen Southeast State and Local Tax (SESALT) team is pleased to provide you with a comprehensive recap of recent legislation around the U.S. ...more

An Overview of The Up-C Structure in Energy Deals

The UP-C structure — which offers tax benefits to pre-IPO investors and sponsors — likely will expand among energy companies. In 2013, several energy companies went public using a so-called UP-C structure. In using...more

Massachusetts Governor Proposes Insurance Industry Pass-Through Tax

Massachusetts Governor Deval Patrick released his proposed FY 2015 budget on January 22, 2014. The proposed budget includes a tax provision that is targeted directly at the licensed insurance industry. Currently, income...more

Southeast State & Local Tax: Important Developments - October 2013

The Williams Mullen Southeast State and Local Tax (SESALT) team is pleased to provide you with a comprehensive recap of recent legislation around the U.S....more

Sweeping Changes to the Pennsylvania Tax Code - The Passage of Pa. House Bill 465

House Bill 465, also known as Act 52, was signed into law by Pennsylvania Governor Tom Corbett on July 9, 2013. The Bill makes substantial changes to the Pennsylvania tax code as an integral part of the 2013–2014 budget....more

High Net Worth Family Tax Report, Vol. 8. No. 3 -- September 2013

Supreme Court Holds Defense of Marriage Act Unconstitutional - On June 27, 2013, in a landmark ruling, the United States Supreme Court held that Section 3 of the Defense of Marriage Act (DOMA) is unconstitutional. The...more

Tax Reform Update: Impact on Private Equity, Hedge Funds, and Real Estate Partnerships

Interesting tax update courtesy of Bruce Thompson, a Senior Policy Advisor with DLA Piper. He continues to see momentum for comprehensive tax reform and wrote the following summary of what that might mean for fund managers...more

"Potential New Tax Planning Opportunities for Financially Distressed Pass-Through Entities"

In a decision issued last week, the U.S. Court of Appeals for the Third Circuit held that a debtor’s qualified subchapter S subsidiary (QSub) status is not property of the bankruptcy estate. The Third Circuit’s opinion...more

Legal Alert: MTC Explores Transfer Pricing Audits, Shelves Pass-Through Entity Project

On Thursday, May 9, the Multistate Tax Commission (MTC) hosted an Executive Committee (Committee) meeting in Washington, D.C. The Committee discussed many items ranging from election of new officers to Committee updates to...more

Legal Alert: Update From the MTC's Winter Committee Meetings: Sales Tax "Associate" Nexus, Class Actions/False Claims Act, and...

The Multistate Tax Commission’s (MTC) Sales and Use Tax Uniformity Subcommittee (SUT Subcommittee) is moving forward with model “associate” nexus and class actions/false claims act uniformity projects. Both projects are in...more

Ohio Budget Bill Introduced

On February 12, 2013, the text of the Governor's budget proposal for the 2014-2015 biennium, announced on February 4, 2013, was made public as House Bill 59 ("HB 59"). The new HB 59 includes a state income tax deduction for...more

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