News & Analysis as of

Limited Partnerships

Tax Reform – I.R.S. Updates Withholding Tax Guidance on Sales of Partnership Interests

by Proskauer - Tax Talks on

On April 2, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-29 (the “Notice”), announcing the intention of the IRS and the Department of the Treasury to issue regulations regarding the withholding requirements...more

Lawyers on Tap: Tap Tips for Entity Formation and Taxation

by Verrill Dana LLP on

In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more

Chancery Finds That GP Was Not Property Admitted Under LP Agreement

by Fox Rothschild LLP on

In the recent decision of Eames v. Quantlab Group GP, LLC, C.A. No. 2017-0792-JRS (Del. Ch. May 1, 2018), the Court considered an application under 6 Del. C. § 17-110 to determine the validity of the admission of a new...more

Delaware Amendments Would Permit Divisions of LLCs, Formation of Registered Series and Statutory Public Benefit LLCs

On April 19, 2018, the Executive Committee of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware Limited Liability Company Act (the DLLCA), the Delaware Revised Uniform Limited Partnership...more

Look Before You Sign … the Pitfalls of Personal Guaranties

by Ward and Smith, P.A. on

Limited liability protections afforded by various corporate, limited liability, or limited partnership laws normally insulate business owners from personal liability for their business's debts. However, lenders routinely...more

UK Tax Round Up - March 2018

by Proskauer Rose LLP on

Welcome to the March edition of the Proskauer UK Tax Round Up. As promised, the Spring Statement from the Chancellor focused on the economy and public finances without any major tax announcements. However, a few interesting...more

FERC Announces Tax Reform Actions and Eliminates Income Tax Allowance for Master Limited Partnerships

by McDermott Will & Emery on

FERC announced actions in response to the 2017 tax reform legislation and a revised income tax policy, which eliminates the income tax allowance for Master Limited Partnerships. Regulated entities should ensure that they...more

Taxes in Florida

by Foodman CPAs & Advisors on

The Sunshine State is one of the lowest tax burden states in the US. Florida has no state individual income tax. At the state level, there is NO tax on social security benefits, retirement income, IRAs, 401(k) accounts,...more

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Foreign Partners Victims of Tax Reform - Tax Update, Volume 2018, Issue 1

by Pepper Hamilton LLP on

More than 25 years after the IRS announced its position that foreign partners were subject to tax on the gain from the sale of the partnership interests, the Tax Court decided in favor of taxpayers. ...more

Appellate Court Notes

by Pullman & Comley, LLC on

Appellate Court Advance Release Opinions: AC39520 - Stratek Plastics, Ltd. v. Ibar - Remember the case that held you could not recover your attorney fees in a mechanic lien foreclosure as the plaintiff unless there had...more

Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially...

by Farrell Fritz, P.C. on

Almost always there are elements of acrimony and intense emotion in litigation between co-owners of closely held business entities. The degree of toxicity can vary widely from case to case, although it tends to show up more...more

The RCF IV v FCT decision: US limited partners entitled to treaty benefits for gains made by Cayman Islands limited partnerships

by DLA Piper on

An important Australian tax treaty benefits decision - concerning gains made by two private equity funds on exit of their Australian investment - was handed down on 5 February 2018, by the Australian Federal Court constituted...more

NJ Tax Court: Division Assessment Stricken Because Limited Partnership Not Subject to Corporation Business Tax

by Reed Smith on

Yesterday, the New Jersey Tax Court of New Jersey issued yet another decision involving the taxation of partnerships and their nonresident limited partners in National Auto Dealers Exchange, L.P. v. Director, Div. of...more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

by Jackson Walker on

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

Court Of Chancery Discusses How To Plead A Lack Of Good Faith

by Morris James LLP on

Dieckman v. Regency GP LP, C.A. 11130-CB (ORDER) (February 20, 2018) - This Order is helpful in setting out how to plead that a board decision subject to a “good faith” test in an LP agreement did not meet that standard....more

Smith v. Comm’r: Before You Take that Business-Related Tax Loss, Ask “Does My Business Have a Bona Fide Purpose?”

Last fall, the U.S. Tax Court decided the case of Smith v. Comm’r. It’s not a pivotal case, but it stands as a good reminder of the adage “you don’t get something for nothing.” At the heart of the case was a complicated tax...more

Developments in Capital Call Subscription Facilities: 2017 Year in Review

by Ropes & Gray LLP on

Capital call subscription credit facilities have become increasingly popular in recent years among private fund sponsors and investors. The primary purpose of these facilities is to enable the fund borrower to make...more

Do you know which Business Structure to choose when starting a New Business?

by Foodman CPAs & Advisors on

When opening a new business, electing a business structure is an important decision. The business structure elected can affect how much will be paid in entity income taxes, record-keeping requirements, how much personal ...more

Pennsylvania Act 170 of 2016: Implications for Real Estate Transactions

by Blank Rome LLP on

In late 2016, Act 170 of 2016 (“Act 170”) was signed into law, heralding changes to the existing laws covering unincorporated entities in Pennsylvania. Act 170 went into effect on February 21, 2017, for newly formed general...more

Nevada Legislature Reinforces Internal Affairs Doctrine and Emphasizes Transparency in 2017 Business Law Amendments

The 79th Session of the Nevada Legislature enacted several meaningful amendments to Title 7 of the Nevada Revised Statutes (NRS), which governs business entities, including corporations, limited liability companies and...more

New Jersey Tax Court: Limited Partner has Nexus with New Jersey

by Reed Smith on

In a decision released today, the Tax Court of New Jersey ruled in Preserve II, Inc. v. Division of Taxation that a limited partner’s interest in a partnership doing business in New Jersey created nexus for corporation...more

Nevada Now Requiring Director Names Upon Incorporation

by Allen Matkins on

Until this month, incorporators of Nevada corporations to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the...more

Major GST/HST changes affecting investment limited partnerships

by Dentons on

On September 8, 2017, the Department of Finance Canada released proposed amendments to the Excise Tax Act (“ETA”) that could deem certain payments from “investments limited partnerships” to its general partner (“GP”), which...more

Finance Canada Seeks Comments on New Tax Proposals Regarding Investment Limited Partnership Rules

On September 8, 2017, Canada’s Department of Finance released draft legislation to amend the Excise Tax Act (Canada) with regards to “Investment Limited Partnerships”, and is accepting comments until October 10, 2017. If...more

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