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The Real Property Business And The Tax Cuts & Jobs Act

The Tax Cuts and Jobs Act of 2017[1] went into effect only two weeks ago. Many of its provisions represent significant changes to the Code, and it will take most of us several months to fully digest them,[2] to appreciate...more

The Federal Estate Tax Lives On, But “Where, O death, Is Your Sting?” (*)

When the Tax Cuts and Jobs Act was introduced on November 2, 2017, perhaps the single most important issue on the minds of many closely held business owners was the future of the estate tax: was it going to be repealed as had...more

Some Of The TC&JA’s Corporate Tax Changes

Our last three posts focused on those provisions of the Tax Cuts and Jobs Act[1] that apply specifically to pass-through entities, including partnerships and S corporations. Today, we turn our attention to domestic...more

The 2017 Tax Act: Other “Pass-Through” Tax Provisions – Part II

Yesterday’s post examined various changes to the taxation of S corporations, partnerships, and their owners. Today, we will focus on a number of partnership-specific issues that were addressed by the Act. Profits...more

The 2017 Tax Act: Other “Pass-Through” Tax Provisions – Part I

Our last post reviewed the “20% deduction” that may now be available to the owners of certain pass-through entities based upon their qualified business income; as we saw, there are many questions that remain...more

The New Deduction For “Qualified Business Income”: Tax Simplification Gone Awry?*

In the weeks preceding the introduction of the bill that was just enacted as the Tax Cuts and Jobs Act (the “Act”), my colleagues teased me, “Lou, what are you going to do when Congress simplifies the Code?” “Simplify?” I...more

Revoking S Corp. Status: A Fraudulent Conveyance?

Worlds Collide? I like to tell my partners that there are Codes (upper case “C”), and there are codes (lower case “c”). The former include the Ten Commandments, the Code of Hammurabi, the Code of Justinian, and the...more

Trust Fund Tax: Responsible = Liable (?)

Some shareholders are content with being wholly passive investors in a corporation. Others desire some degree of participation in the day-to-day management of the corporation’s business. Still others are willing to abstain...more

Information Reporting For The Foreign-Owned Not-So-Disregarded Disregarded Entity

As the taxable year ending December 31, 2017 approaches, the thoughts of most people turn to holidays and family gatherings, feasting and celebrations, and reflecting, perhaps, on another year gone-by. Not so for tax...more

Minority Owner Or No Owner At All?

Old Dog, New Tricks? It’s a concern for every new investor in a closely held business: will the founding owners continue to operate the business as they always have, or will they recognize that they now have new co-owners...more

S Corp. Shareholder To Tax Court: “Here’s Why I Deserve These Loss Deductions”

A post earlier this year considered the basis-limitation that restricts the ability of S corporation shareholders to deduct their pro rata share of the corporation’s losses. It was observed that, over the years, shareholders...more

LLC-To-Partnership Conversion: There’s More To It Than Meets The Eye

Some Days Are Stones[1]- It’s not always easy to find a topic about which to write a weekly blog post. I usually look for a ruling or decision that illustrates one of the recurring themes of the tax law, and then develop a...more

Rental Income Or Self-Employment Income?

Skirting Employment Tax?- The Code imposes the self-employment tax on the net earnings from self-employment derived by an individual during any taxable year. In general, the term “net earnings from self-employment”...more

The New Partnership Audit & Collection Regime: Its Time Has Come

Beginning 2018, the IRS is authorized to collect from a partnership any tax deficiencies arising out of the partnership’s operations for a taxable year, even if the persons who were partners in the year to which the...more

Determining The Appropriate Fee For Services Rendered To A Related Company

This week, we return to two recurring themes of this blog: (I) related party transactions – specifically, transactions between a taxpayer and a corporation controlled by the taxpayer; and (II) what happens when a taxpayer...more

Checking The Box, Partnership Allocations, And Foreign Law

Many of our clients, most of which are closely-held U.S. businesses, are looking to expand their operations overseas. Some are venturing into foreign markets on their own, while others are joint-venturing with established...more

“Constructive Gifts” & The Partnership Allocation Rules

Relief? Not So Fast- You may recall that the President directed the Treasury Department to identify “significant tax regulations” issued during 2016 that, among other things, add undue complexity to the tax laws. An...more

Thou Shalt Not Hold Real Property In A Corporation

“When will they ever learn?”- No, I am not channeling Seeger. I am referring to those individuals[i] who continue to acquire real property (“RP”) in, or who contribute RP to, corporations. In just the last couple of...more

Debt vs. Equity: Form & Substance Matter

Some lessons need to be repeated until learned. It’s a basic rule of life. Don’t tug on Superman’s cape; don’t spit into the wind; don’t pull the mask off that old Lone Ranger; and if you are going to make a loan, give it the...more

Liquidating A Partnership Interest? Beware The Effects Of Partnership Indebtedness

Setting the Stage- Over the last couple of months, I’ve encountered several situations involving the liquidation of a partner’s interest in a partnership. Years before, the partnership had borrowed money from a third party...more

Withdrawing Your Business From New York? Did You Pay The Exit Tax?

Departing Individuals- Many of you may know that an individual who changes his status from New York (“NY”) resident to nonresident is required to accrue to the period of his NY residence – i.e., include in his final NY tax...more

Relief For Late Partnership Filings

Oops?- Are you a member of a partnership or of a limited liability company that is treated as a partnership for tax purposes (a “partnership”)? Did your partnership file its 2016 tax return late this year? How about K-1s?...more

“S” Corporation Status, For An LLC?

Choice of Entity- One of the first decisions – and certainly among the most important – that the owner of a new business must make is the form of legal entity through which the business will be operated. This seemingly...more

Taxpayers Bear The Tax Consequences Of Business Decisions

It is a basic precept of the tax law that the substance of a transaction, rather than its form, should determine its tax consequences when the form of the transaction does not coincide with its economic reality. This...more

When A Partner May Not Be Acting As A Partner

It is not uncommon for a partner to engage in a business transaction with a partnership of which he is a member. If the partner engages in a transaction with his partnership other than in his capacity as a partner, he will be...more

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