LLCs and LLPs

IRS Issues Prop. Regs. on Series LLCs and Cell Companies

Proposed regulations would treat, for federal tax purposes, a series of a domestic series limited liability company (LLC), a cell of a domestic cell company, and a foreign series or cell that conducts an insurance business as an entity formed under local law, regardless of whether the entity is treated as a juridical person for local law purposes.

IRS Releases Prop. Regs. on Series LLCs

This item reviews proposed regulations the IRS released in September on the tax treatment of series limited liability companies and foreign cell companies, proposing to treat the individual series or cells as separate entities for tax purposes.

Termination of an LLC

This column reviews the determination of when an event triggers the termination of an LLC classified as a partnership

IRS Releases Proposed Regs on Series LLCs

The IRS released proposed regulations on the tax treatment of series LLCs and cell companies, proposing to treat the individual series or cells as separate entities for tax purposes.

Taxation of LLC Members as General Partners

In recent decisions, courts have held that interests in an LLC that elects to be treated as a partnership for federal income tax purposes should not be treated as limited partnership interests per se.

Investing in Canada Through an LLC

This item examines the Canadian Tax Court’s opinion in TD Securities (USA) LLC as well as how it will affect the amendments under the Fifth Protocol to the Canada-U.S. treaty.

Potential Implication of Recent Sec. 469 Court Decisions for Self-Employment Tax Rules

For purposes of self-employment taxes, many members of LLCs have treated themselves as limited partners and have therefore reported that their distributive share of income was not subject to self-employment tax under Sec. 1402(a)(13). If recent Sec. 469 court cases were to be applied beyond Sec. 469, this self-employment tax position might be more difficult to sustain.

Converting a C Corporation into an LLC

Converting a C corporation into a limited liability company (LLC) allows the C corporation shareholders to continue to have limited liability while acquiring the advantages of passthrough taxation, but the heavy tax cost of the conversion normally will be prohibitive.

A Valuation Discount Win for Estate Planners

There has been relatively little guidance on how LLCs should be treated for transfer tax purposes. However, in 2009 a case the Tax Court ruled in favor of the taxpayer that a transfer of an interest in an SMLLC should be valued as a transfer of an interest in the entity.

Series LLCs in Business and Tax Planning

Little guidance is currently available on the treatment of series LLCs. Significant uncertainties about series LLCs include whether other states will recognize them for liability purposes, how they will be treated in bankruptcy, and how they will be treated for federal and state tax purposes.

LLC Interests as Limited Partnership Interests: Sec. 469 Revisited

The focus of recent cases has been on application of the “limited partner” rule of Sec. 469(h)(2) and, based on the specific language contained in Temp. Regs. Sec. 1.469-5T, whether an interest in an LLC should be treated as an “interest in a limited partnership as a limited partner.”

Gift and Estate Planning After Pierre

The Tax Court ruled that the check-the-box (CTB) regulations do not apply for purposes of valuing the transfer of property held through a single-member limited liability company (LLC) for federal gift tax purposes.

LLCs, LLPs, and the Passive Loss Rules

Sec. 469(h)(2) treats a limited partner’s losses from an interest in a limited partnership as presumptively passive. The IRS has taken the position that a taxpayer who is a member of an LLC or LLP that is taxed as a partnership should be treated as a limited partner and therefore any losses passed through to the member are passive activity losses.

Check-the-Box Regs. Do Not Affect the Valuation of LLC Interests

The Tax Court held that limited liability company (LLC) interests transferred by a taxpayer into trusts set up for the benefit of her children should be valued as transfers of LLC interests and not as transfers of the underlying assets owned by the LLC.

Contributions of Property to an LLC

The tax treatment of a contribution to a limited liability company (LLC) depends on whether the LLC is taxed as a partnership, a disregarded entity, or a corporation.

Newsletter Articles


Traps for the unwary: Tax Cuts and Jobs Act changes

By now many of us are familiar with the various provisions of the law known as the Tax Cuts and Jobs Act (TCJA), P.L. 115-97. Here is a list of changes together with (perhaps) unexpected nuances.


Qualified business income deduction regs. and other guidance issued

The package includes final regulations, guidance on how to calculate W-2 wages, a safe-harbor rule for rental real estate businesses, and new proposed rules on the treatment of previously suspended losses.