S-Corporation

News & Analysis as of

Disregarded Entities and Cancellation of Debt Income: Are They Really Disregarded if They Are in Bankruptcy or Insolvent? Will We...

When the debt owed by a debtor is cancelled or forgiven, the debtor generally has cancellation of indebtedness (COD) income. COD income is generally includable in gross income, but may be excluded under section 108 of the...more

Deductibility of Transaction Costs for a Target Company: No Safe Harbor in Deemed Asset Deals

On June 10, 2016, the Internal Revenue Service released a Chief Counsel Memorandum dated July 8, 2015, addressing the issue of whether a target S-corporation, which participated in a transaction in which the parties made a...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

A "PATH" to Substantial Tax Savings: Qualified Small Business Stock

In the early 1990s, Congress enacted the qualified small business stock (“QSBS”) rules to incentivize equity investments in certain corporations. The QSBS rules reduce the effective federal income tax rate on the gain...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

"IRS Expands REIT Spin-Off Restrictions, Extends REIT Built-in Gains Period to 10 Years"

On June 7, 2016, the Internal Revenue Service (IRS) and Treasury Department issued new temporary regulations that have dramatic implications for all merger-and-acquisition activity by C corporations and real estate investment...more

How to Lessen the Tax Bite When Selling a Business

When a business is sold, both the buyer and the seller endeavor to walk away with as much cash on hand as possible. The seller hopes to reap the rewards of years of hard work; the buyer hopes to secure enough cash to...more

Legislation Revives and Permanently Extends 100% Gain Exclusion for Certain Sales of (C Corporation) Qualified Small Business...

For years now, conventional wisdom has been that, wherever possible, businesses should seek to operate as flow through entities (S corporations or partnerships) for income tax purposes. One rationale for this viewpoint has...more

Court Affirms Holding That A Trust Owns Stock That Was Issued To The Trustee In His Individual Capacity

In Dutcher v. Dutcher-Phipps Crane & Rigging, Inc., a trust owned twenty percent of a family limited partnership that in turn owned a family business. No. 08-15-00202-CV, 2016 Tex. App. LEXIS 3809 (Tex. App.—El Paso 2016, no...more

Should Professional Corporations Consider Making an S Corporation Election – Again?

The United States Tax Court has held that a law firm organized as a professional corporation is liable for accuracy-related penalties for treating year-end bonuses to the shareholder attorneys as compensation (deductible)...more

Critical Tax Considerations When Structuring A Family Office

A wealthy family may create a family office to achieve a wide range of objectives. These objectives may include realizing the benefits of pooled capital in order to maximize the universe of available investment opportunities...more

A New Bill Looks To Fix The Current “S Corp” Rules For Easier Crowdfunding; Why It Needs To Do More

A new Bill (H.R. 4831) was recently introduced by Representative J. French Hill which looks to amend the rules of the Internal Revenue Code of 1986 (the “Code”) concerning “subchapter S” qualified corporations (“S Corps”),...more

Predicting How the New Partnership Audit Rules Will Affect S Corporations and Their Shareholders

This column has three focal points: S corporations (of course!), the new partnership audit procedures and Jeanne Dixon. Yes, that Jeanne Dixon—the self-professed psychic who claimed to have predicted the assassination of...more

Businesses Locating in Expanding Keystone Innovation Zone May Qualify for Tax Credit

Philadelphia Mayor Jim Kenney recently announced a significant expansion of the University City Keystone Innovation Zone which is intended to attract new businesses into Center City Philadelphia. Now may be the time to...more

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

Oregon Tax Compliance Alert – Reduced Tax Rates May Be Available to Taxpayers for Non-Passive Income That Flows Through From...

As reported in my November 2013 blog post, for tax years beginning in 2015 or later, under ORS 316.043, applicable non-passive income attributable to certain partnerships and S corporations may be taxed using reduced tax...more

It's Time to Apply for the Virginia Wineries and Vineyards Tax Credit

April 1st is the deadline to file for a tax credit against 2015 individual or corporate income on “qualified capital expenditures” made in connection with establishing or improving a Virginia farm winery or vineyard. The...more

New Opportunity for 'C' Corporations to Convert to 'S' Corporations Under Recent Tax Law

Since 1986, when the General Utilities doctrine (permitting corporate liquidations of regular or 'C' corporations to be tax-free to the corporation) was repealed, a barrier existed for 'C' corporations to convert to...more

Obama's Budget Proposals Expand Application of Net Investment Income Tax and Address Carried Interest

On February 9th, President Obama released his Budget Proposals for 2017 (the "Budget Proposals"). The Budget Proposals include the following proposals that may affect private investment fund managers...more

Annual Estate Planning Newsletter: Part Three

Action Item: This is the third installment of our Annual Estate Planning Letter, and covers some topics of interest not discussed in our previous installments. We urge you to review this installment to ensure that your 2016...more

Tax Law Changes Favorable to Venture Capital and Private Equity Investors

The “Protecting Americans from Tax Hikes” (PATH) Act was recently signed into law, and two provisions in particular benefit venture capital, private equity, and other investors owning or planning to purchase a corporation....more

The Built-In Gains Tax - S Corporations Are Gaining Ground

Many business owners are aware that, if a business is operated through a C corporation, the corporation pays tax on the profits and, when the profits are distributed to the shareholders in the form of dividends, the...more

The Three Most Important Provisions for S Corporations Under PATH Act

It has become a tradition that at the end of each year, Congress passes legislation to extend previous legislation. In late 2015, Congress passed Public Law 114-113, which contains the Protecting Americans from Tax Hikes Act...more

Highlights of Substantial Tax Changes in the Consolidated Appropriations Act, 2016

Expiring tax provisions and “extenders” legislation have become fairly common in recent years. The typical pattern involves institution of one- or two-year provisions (short-lived due to revenue issues) that have expired with...more

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