The process of a legal entity rationalization or simplification of a legal organizational chart has numerous moving and interrelated components that need to be considered during each step of the
process.
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TOPICS
C Corporation Income Taxation
Summary of tax rules for liquidating corporations
If a corporation is terminating or intending to convert to an LLC taxed as a partnership, the liquidation regulations will apply.
IRS issues more rules on GILTI tax
The IRS issued final regulations under the GILTI rules on the treatment of income subject to a high rate of foreign tax. At the same time, the IRS issued proposed rules conforming the GILTI high-tax exception rules with the Subpart F high-tax exception.
Incorporating a single-owner business
Single-member LLCs and sole proprietorships must
consider several unique issues when choosing to incorporate — including the tax consequences of
transferring, or not transferring, assets into the newly formed corporation.
State implications of Sec. 163(j) under TCJA and CARES Act
States’ approaches to TCJA and CARES Act conformity will be driven by budget estimates and whether they can follow the reduction to the federal taxable income base while still balancing their budgets.
Disallowed transportation fringe benefit rules proposed
The IRS issued proposed regulations implementing changes to Sec. 274 that disallow a deduction for the expense of any Sec. 132(f) qualified transportation fringe provided to an employee, effective for amounts paid or incurred after Dec. 31, 2017.
Private equity and F reorganizations involving S corporations
The M&A market is poised to regain its pre-COVID-19 activity levels as many business owners seek to exit closely held businesses or explore alternatives. One popular transaction that could emerge is Sec. 368(a)(1)(F) reorganizations F reorganizations) of S corporations.
Treasury issues proposed regulations on Sec. 47 rehab credit
the IRS published proposed regulations regarding the Sec. 47 rehabilitation tax credit, including rules to coordinate the new five-year period over which the credit may be claimed with other special rules for investment credit property.
IRS permits leave-based donation programs during pandemic
The IRS announced that employers may make donations this year to charitable organizations that provide relief to COVID-19 pandemic victims in exchange for personal leave that their employees forgo.
Regulation package defines NOL rules for consolidated groups
The IRS issued proposed and temporary regulations explaining how consolidated groups should apply the changes to the net operating loss rules enacted by the CARES Act.
R&D tax credits: A valuable cash infusion for businesses
R&D tax credits can be a very effective and controllable way for businesses to replenish valuable dollars spent on new and innovative products or processes.
AICPA continues to ask Congress to include PPP deductibility in upcoming legislation
In a letter dated Aug. 4, 2020, the AICPA joined over 170 organizations to urge Congress to “include a technical correction addressing the tax treatment of loan forgiveness under the Paycheck Protection Program (PPP)” in its next round of legislation addressing the coronavirus pandemic.
How to determine whether interest in corporation is stock or debt
The IRS has issued final regulations addressing when certain related-party interests in corporations should be treated as stock vs. debt.
Export tax incentives after the Tax Cuts and Jobs Act
The TCJA introduced a new export tax incentive — the Sec. 250 deduction for foreign-derived intangible income — that is available only to domestic C corporations.
When deductions are permitted for restitution payments
The IRS issued regulations explaining the allowance of deductions for certain fines and penalties under Sec. 162(f) as amended by the law known as the Tax Cuts and Jobs Act.
Interplay between NOL carrybacks and the AMT
This discussion focuses on how the AMT rules impact the NOL rules under the CARES Act.
State and local considerations in using an F reorganization to facilitate an acquisition
Foresight of the potential state tax implications of an F reorganization will allow a seller to evaluate the lesser-known hazards.
Overpayment due to minimum tax credit is attributable to NOL carryback
Refund claim for overpayment caused by credit is
attributable to net operating loss for purposes of the Sec. 6511(d)(2) limitation period.
Mergers and acquisitions during the COVID-19 pandemic
A host of new issues have arisen in merger-and-acquisition transactions because of
the unpredictable business environment caused by changes in the law in response
to the COVID-19 pandemic. This article discusses some of the pandemic-related
concerns buyers and sellers will have in M&A transactions, and the additional safeguards
and procedures participants should take to deal with these concerns.
GILTI rules address income subject to high foreign tax rate
The IRS issued final regulations under the global intangible low-taxed income (GILTI) rules on the treatment of income subject to a high rate of foreign tax. At the same time, the IRS issued proposed rules conforming the GILTI high-tax exception rules with the Subpart F high-tax exception.
employee benefits & pensions
Profits interests: The most tax-efficient equity grant to employees
By granting them a profits interest, entities taxed as partnerships can reward employees with equity. Mistakes, however, could cause challenges from taxing authorities.
