1. Topics

S Corporation, Partnership & LLC Taxation

Proposed PFIC regulations could complicate elections and reporting

Proposed regulations would extend to PFICs the aggregate treatment of U.S. partnerships and S corporations for Subpart F income.

Disguised sale of a QOZ partnership interest

Several structural issues arise when a QOZ project involves using both private developer capital and third-party investor equity.

Passthrough-entity treatment of foreign subsidiary income

Entities such as S corporations and partnerships, as well as sole proprietorships, should carefully consider the U.S. tax treatment of foreign subsidiaries.

Structuring stock dispositions to prevent S election termination

An S election can be at risk of termination by a shareholder’s disqualifying transfer of stock, but several safeguards are available.

AICPA advocates for delay in BOI reporting requirements

Too many businesses are unaware of the beneficial ownership information reporting requirements, which will be a burden for small businesses, the AICPA told Congress.

Partnership extraordinary-item treatment for accounting method adjustments

The regulations under Secs. 481(a) and 706 set forth rules governing a partnership’s treatment of accounting method changes and partner allocations but do not provide clear guidance on how income from an unfavorable Sec. 481(a) adjustment should be allocated among partners with varying interests during the four-year recognition period.

Current developments in S corporations

This annual update covers recent developments relating to S corporations, including new IRS relief for common inadvertent S election lapses; state passthrough entity taxes; and court holdings concerning S corporations’ constructive distributions and passive versus nonpassive activities.

Stock repurchase excise tax reporting and payment delayed by IRS

The IRS says covered corporations will not have to report or pay the new 1% stock repurchase excise tax until it issues forthcoming regulations.

Penalty for underpayment of estimated corporate AMT waived for 2023

The IRS waived the penalty for corporations that did not make estimated payments of corporate AMT for their 2023 tax year, saying the move is “in the interest of sound tax administration.”

Single-member LLCs

A single-member limited liability company can adopt a variety of tax classifications to fulfill desired business purposes, besides conferring limited liability protection on its owner.

Ninth Circuit again addresses return filing

Faxing a return copy to an IRS agent or mailing it to an IRS attorney is not ‘filing’ the return.

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.

Impact of business interest expense limitation regs. on partner redemptions

This item analyses two related examples of partner redemptions — with and without Sec. 163(j) basis adjustments — to highlight and clarify both the existing and new issues.

Nonresident alien partner’s gain on inventory items sourced to US

Nonresident alien’s Sec. 751 gain on sale of partnership interest was sourced to United States.

PTE deduction: Timing issues for accrual-method taxpayers

taxpayers and practitioners face uncertainty regarding the timing of the deduction provided for in Notice 2020-75.

Navigating partnership continuations

This item discusses the rules and authorities related to partnership continuations and when they may apply.

Interaction of S shareholders’ loss limitations

Shareholder basis and other applicable loss limitations must be applied in a specified order, with differing rules.

Current developments in partners and partnerships

This article reviews and analyzes recent rulings and guidance involving partnerships. The discussion covers developments in the taxation of partnerships and partners, debt and income allocations, distributions, and basis adjustments.

Notice listing syndicated conservation easement transactions held invalid

Notice identifying syndicated conservation easement transactions as listed transactions is held invalid.

Dividing an LLC

The form of an LLC division determines the tax treatment of any resulting LLCs.
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