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Abandon All Hope? If a Partnership, Maybe

By:  Amanda Wilson

Several years ago, many taxpayers faced with underwater partnerships would abandon their partnership interests, thereby triggering an ordinary loss.  This ordinary loss was often preferred over the capital loss that would be triggered if the taxpayer’s sold their partnership interests or liquidated the partnership.  Capital losses are less advantageous, as they can generally only be used to offset capital gains.  By contrast, ordinary losses can offset ordinary income, providing a much bigger tax benefit. read more

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Common Traps When Selling Partnerships

By:  Amanda Wilson

Because of the flexibility and tax benefits that tax partnerships provide, many small businesses and family partnerships use tax partnerships. For tax purposes, a partnership can be in the form of a general partnership, limited partnership, limited liability company or limited liability limited partnership.  While these forms offer great tax advantages, they can also result in unexpected surprises and traps for the unwary when a partnership interest is bought or sold. read more

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Can or Should an LLC be a Shareholder of an S Corporation?

By: Amanda Wilson

Many private companies utilize S corporations in their ownership structure, as they provide beneficial tax treatment. In order to qualify as an S corporation, the corporation can have only certain types of shareholders. Specifically, a partnership cannot be a shareholder. Yesterday, someone asked me whether a single member LLC could be a shareholder. The answer should be yes, as the LLC is treated as though it does not exist for tax purposes. Private guidance indicates that the IRS agrees with this answer. read more

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Treasury Department Takes Aim at Corporate Inversions

By:  Amanda Wilson

A few weeks ago, I posted about the increasing popularity of U.S. corporations moving their headquarters abroad, as illustrated most recently by the proposed Burger King/Tim Hortons merger. This type of transaction is referred to as a corporate inversion, which is a transaction in which a U.S. based multinational corporation restructures so that its U.S. parent is now owned by a foreign parent corporation (a Canadian corporation in the Burger King/Tim Hortons proposed acquisition). A corporate inversion has gained increasing popularity because of the high U.S. corporate tax rate and the desire to minimize U.S. taxes. For obvious reasons, the Obama administration does not like corporate inversions and wants to stop them. read more