1. Topics

S Corporation, Partnership & LLC Taxation

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.

Updated FAQs provide details on phase-in timing of BOI access

The FAQs from Treasury’s Financial Crimes Enforcement Network said access to beneficial ownership information will be phased in, beginning this spring with a pilot program for some federal agency users and concluding in spring 2025, when financial institutions with customer due-diligence requirements will be able to review BOI.

Proposed regs. issued for 1% excise tax on corporate stock repurchases

Two sets of proposed regulations issued by the IRS provide guidance on the implementation of the new excise tax and on rules for the procedure and administration applicable to the reporting and payment of the tax.

AICPA: BOI ruling confuses businesses; enforcement should be delayed

In a letter to the Treasury secretary and the FinCEN director, the AICPA called for enforcement of beneficial ownership information reporting regulations to be suspended until after lawsuits are settled.

What accountants need to know about the BBA

Partnerships do well to consider available elections and the power that partnership representatives wield under the audit procedures of the Bipartisan Budget Act of 2015.

Recognizing transactions that trigger built-in gains or losses

Various types of transactions can cause an S corporation to incur built-in gains or losses, including Sec. 481 adjustments from a change in accounting method.

Decision holding Corporate Transparency Act unconstitutional appealed

The U.S. Justice Department filed an appeal Monday challenging the district court’s decision that the law, which requires businesses to report beneficial ownership information, is unconstitutional.

Plaintiffs: FinCEN should pause all CTA enforcement

The plaintiffs who won a summary judgment that bars enforcement of the Corporate Transparency Act against them said the Financial Crimes Enforcement Network should pause beneficial ownership information reporting requirements for all businesses.

Federal court holds Corporate Transparency Act unconstitutional

While acknowledging that the law is well intentioned, the opinion from a U.S. district court in Alabama said Congress lacked authority to enact the business ownership information reporting requirement.

PTETs: Orchestrating ASC 740 compliance

Passthrough entity tax (PTET) elections give partners and shareholders a workaround to the $10,000 deductibility limit for state and local taxes for individuals, but entities must reckon with their financial accounting implications while adapting to a wide variety of state PTET regimes.

Sec. 1402(a)(13) and limited partnerships

The limited partner exception does not apply to a partner in a state-law limited partnership that is limited in name only, the Tax Court holds.

FinCEN guide lists rules for some financial institutions’ access to BOI

The rules in the Small Entity Compliance Guide apply to access for some financial institutions and cover security and confidentiality, authorized use, administration of requests, and violations.

No ‘gotcha’ enforcement of BOI regulations, FinCEN chief vows

Andrea Gacki, director of the Financial Crimes Enforcement Network, reassured a House committee that the agency can act only against willful violations of the new beneficial ownership information reporting rule.

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.

A $10.7 million compensation deduction miss

The recent Hoops decision by the Seventh Circuit, affirming the Tax Court, highlights potential problems for accrual-basis employers of claiming a deduction of nondeferred compensation following mergers and acquisitions.

Current developments in partners and partnerships

This annual update reviews court rulings and guidance on issues including debt and income allocations, distributions, and basis adjustments.

Converting a sole proprietorship to an LLC

The conversion affords the advantage of limited liability, often with minimal changes in federal tax treatment.

Digital asset question added to more forms for 2023 tax returns

IRS adds a question about digital assets to forms covering partnerships, corporations, S corporations, and estates and trusts.
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