John Cunningham

LLCS AS S CORPORATIONS

Under the link to the post below is a brief but useful discussion of why multi-member LLCs might want to elect to be S corporations for federal tax purposes.  However, the post fails to mention Prop. Reg. § 1.1402(a)-2 or to address the key practical importance of that propose reg. (which sets forth the IRS’s audit […]

NEW HAMPSHIRE TAXES

Those of you who follow New Hampshire taxes will want to read New Hampshire Department of Revenue Administration Technical Information Release TIR 2017-004, which summarizes New Hampshire state tax changes enacted in the 2017 New Hampshire legislative session.  Here’s the link: https://www.revenue.nh.gov/tirs/documents/2017-004.pdf

WHEN IS A PARTNER ACTING LIKE A PARTNER?

Most multi-member LLCs are taxable as partnerships, and all members of these LLCs are taxable as partners in their capacity as partners.  A basic partnership tax issue is the issue of when partners are not acting in their capacity and thus may not be taxable as partners; and when they are not.  This very common […]

SINGLE-MEMBER LLCS

Roughly 70% of all LLCs are single-member LLCs whose members are individuals.  Thus, single-member LLCs are central to any LLC practice.  You literally can’t know too much about them.  Below are a citation to and the introductory paragraphs of an important law journal article about single-member LLCs: 36 Va. Tax Rev. 323 Virginia Tax Review […]

NH TAXES

For those interested in New Hampshire taxation: 2017 Business Tax Law Changes TECHNICAL INFORMATION RELEASE Date July 21, 2017 A Technical Information Release is designed to provide immediate information regarding tax laws administered by the Department or the policy positions of the Department as a service to taxpayers and practitioners. A Technical Information Release represents […]

NEW HAMPSHIRE TAXES

For those of you who are interested in New Hampshire state tax:  The new ruling of the New Hampshire Department of Revenue Administration set forth below rules that a merger of three multi-member LLCs with identical memberships is subject to the NH Real Estate Transfer Tax.  To me, the ruling seems harsh and legalistic.  Furthermore, […]

SALE OF CONTRACT RIGHTS

If your client is a business owner who, individually or through his business, owns valuable contract rights and has an opportunity to sell those rights to a third party, when can he or she treat income from such a sale as capital gains?  Under the link below is a blog that provides a brief but […]

NEW HAMPSHIRE TAX DEVELOPMENTS

For those interested in New Hampshire state taxation, the following update from CCH will be of interest: ———————– S.10,New Hampshire—Corporate Income, Utilities Taxes: Correction: IRC Conformity Updated and BPT/BET Rates Reduced,(Jul. 12, 2017) Governor Sununu of New Hampshire has approved legislation that reduces the tax rates of the business profits tax and the business enterprise […]

NEW ARTICLE ON TAX CHOICE OF ENTITY

Tax choice of entity is a critical task in any LLC formation.  Below is the cite to a new law journal article about LLCs and tax choice of entity: 9 Elon L. Rev. 311 Elon Law Review 2017 Article Caolan J. Ronan Copyright © 2017 by Elon University; Caolan J. Ronan START-UPS: WHY INVESTORS PREFER […]

SELF-EMPLOYMENT TAX OF LLC MEMBERS

Most multi-member LLCs are taxable as partnerships.  A key task of lawyers forming LLCs is often to minimize the Self-Employment Tax exposure of the members of these LLCs.  The post under the link below discusses a recent Tax Court case addressing the SET liability of the members of a multi-member LLC whose members were lawyers, […]