1. Topics

S Corporation, Partnership & LLC Taxation

Interest Deduction on Debt-Financed Distributions

Editor: Kevin F. Reilly, J.D., CPA Although the real estate market has cooled off in many areas, the value of commercial properties seems to have been less affected than that of residential properties. In fact, many commercial properties continue to be worth substantially more than their historic cost. Most commercial

Current Developments in S Corporations (Part II)

This article covers S corporation operational issues.

QSubs Recognized as Separate Entities for Employment and Excise Taxes

Editor: Kevin F. Reilly, J.D., CPA The IRS has issued final regulations that treat qualified subchapter S subsidiaries (QSubs) and other disregarded entities (DEs) as separate entities for federal employment tax and certain excise tax purposes (TD 9356). Although the regulations are effective as of August 16, 2007, the employment

Sec. 1446 Withholding

Editor: Joel E. Ackerman, CPA, MST Foreign investment in the United States continues to rise. The investment vehicle of choice, especially in the case of real estate, is generally a tax-transparent entity such as a limited partnership, limited liability company, or similar foreign transparent entity that is treated as a

Modifying the Order of Distribution Rules for an S Corporation with AE&P

Editor: Joel E. Ackerman, CPA, MST A distribution from an S corporation is generally treated as made from the corporation’s accumulated adjustments account (AAA) tax free to the extent of a shareholder’s basis. It is then treated as taken from any remaining balance of AAA and is taxed at capital

Current Developments in S Corporations (Part I)

Part I of this two-part article discusses S corporation eligibility, elections, and termination issues, including several changes related to the Small Business and Work Opportunity Tax Act of 2007.

S Stock Call Options as a Second Class of Stock

Editor: Joel E. Ackerman, CPA, MST An S corporation can have only one class of stock; if a second class of stock exists, a corporation’s S election will terminate. The second-class-of-stock requirements are governed by the regulations under Sec. 1361, which states that generally call options, warrants, or similar instruments

Redemptions in Conjunction with Partnership Mergers Can Create Unexpected Tax Consequences

Editor: Frank J. O’Connell, Jr., CPA, Esq. The IRS has provided a road map for partnership mergers or consolidations in Regs. Sec. 1.708-1(c). When two or more partnerships merge or consolidate into a single partnership, the resulting partnership is, for purposes of Sec. 708, considered a continuation of any partnership

Tracking Tax Basis in an S Corp. ESOP

Editor: Frank J. O’Connell, Jr., CPA, Esq. Employee stock ownership plans (ESOPs) currently cover 10 million employees in the U.S. participating in approximately 11,000 plans, according to the ESOP Association. With the number of plans expected to increase, the need for tax accounting and recordkeeping for ESOPs is becoming more

Open Account Debt for S Shareholders

Editor: Anthony S. Bakale, CPA, M.Tax. On April 12, 2007, the Service issued proposed amendments to Regs. Sec. 1.1367-2 and -3 (REG-144859-04), to address concerns about the treatment of S shareholders’ open account debt. Background Regs. Sec. 1.1367-2(a) states that open account debt is a shareholder advance that is not

New Law Contains Small Business Tax Provisions

On May 25, 2007, President Bush signed into law the Small Business and Work Opportunity Act of 2007 (SBWOA ’07) (P.L.110-28), which included several tax provisions. Return preparer penalties: The SBWOA ’07 expands the scope of return preparer penalties and alters the standards of conduct that must be met to

Rulings Relax Related-Party Exchange Rules

Editor: Annette B. Smith, CPA Recently released IRS Letter Rulings 200709036 and 200706001 suggest a liberal trend regarding related-party exchanges under Sec. 1031(f). The rulings may indicate a more favorable Service attitude toward exchanges in which the related parties have not cashed out of their original investments through “abusive” basis-shifting.

Some Schedule K-1 Recipients Get Reportable Transaction Disclosure Relief

Editor: John L. Miller, CPA Taxpayers that discover after filing their returns that they indirectly participated in a reportable transaction through a passthrough entity may be able to rely on Prop. Regs. Sec. 1.6011-4(e)(1) to avoid reportable transaction penalties. The preamble to the proposed regulations (REG-103038-05, 11/2/06) provided that this

Allocating Partnership Depreciation Between Trusts and Beneficiaries

This article reviews how depreciation from a partnership is allocated between a trust and its beneficiaries and highlights the potential trap the allocation can cause when the depreciation deduction flows through a partnership.

Choice of Entity for Expansion of Operations into a Foreign Country

Executive Summary    When flowthrough treatment is desired, a U.S. business may expand into a foreign country with a branch office or plant. A foreign partnership is advantageous when foreign operations are expected to generate flowthrough losses to a U.S. partner, and foreign taxes are high. A foreign corporate entity

S Corporations and Disregarded Entities—Qualification as Shareholders

Executive Summary S corporations may be owned through a network of trusts, partnerships and LLCs when DEs are properly used. Letter Ruling 200439028 presents a variation on recent ownership schemes, with a layered structure involving DEs. The intertwining structure of complex ownership networks often leaves the S corporation’s eligibility status

Technical Terminations: Tangible Personal Property Depreciation Issues

Editor: Mary Van Leuven, J.D., LL.M. Technical terminations of partnerships under Sec. 708 (b)(1)(B) and its regulations create numerous issues as to the proper tax treatment of depreciable tangible property owned by the terminating partnership, particularly when changing its accounting method for such property. Under Regs. Sec. 1.708-1(b)(1)(iv), the new

Partnership Freezes after Castle Harbour

A closely held C corporation that is growing rapidly or plans to enter into a new line of business may consider the creation of a “frozen” limited liability company (LLC)/partnership (frozen partnership) to reduce its income tax liability and shift future appreciation out of the corporation. However, if the frozen

Incorporating a Partnership or LLC: Does Rev. Rul. 84-111 Need Updating?

Taxpayers’ widespread adoption of the limited liability company (LLC) has caused Treasury and the IRS to take a closer look at transactions using it. For example, most states’ enactment of rules allowing for mergers involving LLCs was one reason Treasury issued Regs. Sec. 1.368-2(b), to address statutory mergers involving disregarded

S Holding Companies and F Reorgs.

In yet another in a series of F reorganization rulings, the IRS issued Letter Ruling 200701017, holding that the formation of a new corporation, followed by the contribution of S stock and an immediate qualified subchapter S subsidiary (QSub) election, will be treated as an F reorganization (i.e., a mere
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