Focusing on private-equity acquisitions, this article compares merger forms and highlights tax considerations, particularly where some partners cash out and others continue the business.
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Formation, Transfers & Termination
Startups and the OBBBA: Rethinking C corporation vs. passthrough
With enhanced Sec. 1202 gain exclusion, permanency of Sec. 199A, and other provisions, the calculus for entity choice has shifted.
Dissolving business taxpayers: Selected procedural implications
Critical issues include marking returns as final, determining due dates for final returns, filing Form 966, closing IRS accounts, and handling audits of dissolved entities.
Prop. regs. would make permanent safe harbor for furnishing information on Sec. 751 property
Proposed regulations would provide permanent relief from certain reporting requirements related to sales or exchanges of partnership interests in partnerships owning inventory or unrealized receivables.
Changing an existing LLC’s federal income tax classification
LLCs changing from partnership tax treatment to corporation or vice-versa may encounter issues including gain recognition.
Choice-of-entity analysis with the TCJA sunset approaching
Educators as well as practitioners can model the tax effects of choice of entity and possible scenarios of tax law change.
Complications in Sec. 743(b) substituted basis transactions
Rules for allocating resulting adjustments among partnership assets can be challenging, especially with respect to a transferee partner.
IRS rules that conversion of LLC not a debt modification
A recent letter ruling addresses whether a limited liability company’s change to a corporation results in a deemed exchange of new debt for old.
A look at revised Form 8308
The newly expanded form can help transferors of partnership interests meet reporting requirements involving Sec. 751(a) “hot assets” gain or loss, collectibles gain, and unrecaptured Sec. 1250 gain.
IRS scrutinizes use of the SECA limited partner exception
In a compliance campaign and litigation, the IRS challenges partners’ claims of the Sec. 11402(a)(13) exception from Self-Employed Contributions Act employment tax liability.
Converting a sole proprietorship to an LLC
The conversion affords the advantage of limited liability, often with minimal changes in federal tax treatment.
Transfers of PTP interests: Options for foreign intermediaries
This item summarizes the options available to foreign intermediaries for transfers of PTP interests under current guidance and comments on some practical benefits and burdens of each.
Navigating partnership continuations
This item discusses the rules and authorities related to partnership continuations and when they may apply.
Dividing an LLC
The form of an LLC division determines the tax treatment of any resulting LLCs.
Prop. regs. to provide withholding relief on sales of foreign PTPs
The IRS announced that it will issue proposed regulations providing some relief to brokers that are required to withhold on the transfer of an interest in a publicly traded partnership (PTP) if the PTP is a foreign-traded entity.
10 good reasons why LLCs should not elect to be S corporations
The owners of an LLC may be tempted to have the LLC elect to be treated as an S corporation for federal tax purposes. However, there are a host of issues that should be considered before making this move. In this article, the authors discuss 10 reasons why it may not be beneficial for an LLC to make an S corporation election.
A practical guide to partnership division planning
This item provides an overview of the division rules and touches on some key issues to consider when a transaction involves a partnership division.
Current developments in partners and partnerships
The discussion covers developments in the determination of partners and partnerships, gain on disposal of partnership interests, partnership audits, and basis adjustments.
Partnership continuity in restructuring transactions
The issue of whether a partnership continues or terminates for U.S. federal income tax purposes frequently arises in restructuring transactions.
When does a partnership terminate under Sec. 708?
It can be difficult to determine whether a partnership that retains de minimis assets or performs administrative functions during its winding-up period terminates, particularly if such activities cross tax years.
INDIVIDUALS
Current Developments in Taxation of Individuals: Part 1
This update surveys recent federal tax developments involving individuals, including court cases, rulings, and guidance issued during the six months ending October 2025.
