How to Structure a Tax-Efficient IPO: Benefits of the Up-C Structure

Mayer Brown Free Writings + Perspectives

A partnership (or LLC) can go public in a highly tax-efficient manner by using an “Up-C” structure.  An Up-C structure is composed of two entities: (1) a parent company, a C corporation (“PubCo”) which will be organized as a holding company, and (2) PubCo’s subsidiary, which is the partnership or LLC.  The Up-C structure makes it possible for the partnership/LLC to undertake an IPO while maintaining its partnership status, principal assets and operating business.  It also allows the founders and the new public shareholders to save future taxes.  Our latest On point discusses the Up-C structure and its benefits.  It also discusses what is needed to achieve a successful IPO of an Up-C business.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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