...not FMV FMV is important for substantial economic effect Defining Entities I. History a. Corp used to be 4 factor analysis. Now check-the-box to opt in unless default in. i. Asked: Corporate resemblance test no longer relevant II. Classifying Partnerships for Tax Purposes a. Two or more members: pship or corporation 7701-2(a) i. Default = partnership 7701-3(b)(1)(i) 1. Applies to LLCs 2. To opt out of default Check-the-box 3. Look to state law; If state law corp = corp for tax 7701-2(b) b. One Member: Corp or DRE 7701-2(a) i. Default = Disregarded entity 7701-3(b)(1)(ii) 1. If state law corp = corp for tax 7701-2(b) 2. SMLLC can’t be Pship = DRE III. Reclassification a. 7701-3(g) Election to Convert PS to Corp for Tax i. No tax ii. Deemed contribution of pship assets to corp, followed by liquidation b. PTPs: taxed as corporations i. PTP – publicly traded partnership. 7704 c. Election to Convert Corp to PS i. Deemed liquidation and trigger tax at that time d. Add member to single member corp of LLC and subject to PS tax rules e. Lose member and become single member, then DRE ...
Words: 2456 - Pages: 10
...PARTNERSHIP AND SUBCHAPTER S TAX OUTLINE SPRING 2009 VICE PRESIDENT, ASSOCIATE DEAN, AND PROFESSOR BRUCE A. MCGOVERN Stephen A. Lind et al, Fundamentals of Partnership Taxation: Cases and Materials (8th ed. 2008) Selected Federal Taxation Statutes and Regulations (Daniel J. Lathrope ed., 2009 ed. 2008) Laura E. Cunningham & Noël B. Cunningham, The Logic of Subchapter K: A Conceptual Guide to the Taxation of Partnerships (3d ed. 2006) PART 1: AN OVERVIEW OF THE TAXATION OF PARTNERSHIPS AND PARTNERS 3 I. Introduction to Subchapter K 3 II. Tax Classification of Business Enterprises 3 a. In General 3 b. Corporations and Partnerships 3 i. “Check-the-Box” Regulations 3 ii. Existence of a Separate Entity for Federal Tax Purposes 4 iii. Publicly Traded Partnerships 6 c. Trusts 6 d. Tax Policy Considerations 6 III. Introduction to Choice of Business Entity 7 PART 2: FORMATION OF A PARTNERSHIP 8 I. Contributions of Property 8 a. General Rules 8 b. Introduction to Partnership Accounting 11 II. Treatment of Liabilities: The Basics 15 a. Impact of Liabilities on Partner’s Outside Basis 15 b. Contributions of Encumbered Property 16 III. Contributions of Services 23 a. Introduction 23 b. Receipt of Capital Interest for Services 24 c. Receipt of a Profits Interest for Services 30 i. Current Law 30 ii. Proposed Regulations 31 IV. Organization and Syndication Expenses 32 PART 3: OPERATIONS...
Words: 55311 - Pages: 222
...diXESSE ! The ESSENTIAL ACCOUNTING DICTIONARY SPHINX DICTIONARIES es·sen·tial. ADJ. Of the utmost importance. • The most comprehensive pocket-size dictionary • Easy-to-understand definitions • Written by a leading authority in the field Wit Kate Mooney Accoun ting T and Phra erms ses 300O h MORE TH AN The ESSENTIAL ACCOUNTING DICTIONARY es·sen·tial ADJ. Of the utmost importance. The ESSENTIAL ACCOUNTING DICTIONARY es·sen·tial ADJ. Of the utmost importance. Kate Mooney AN IMPRINT OF SOURCEBOOKS, INC.® NAPERVILLE, ILLINOIS SPHINX PUBLISHING ® www.SphinxLegal.com Copyright © 2008 by Kate Mooney Cover and internal design © 2008 by Sourcebooks, Inc.® All rights reserved. No part of this book may be reproduced in any form or by any electronic or mechanical means including information storage and retrieval systems—except in the case of brief quotations embodied in critical articles or reviews—without permission in writing from its publisher, Sourcebooks, Inc.® All brand names and product names used in this book are trademarks, registered trademarks, or trade names of their respective holders. Sourcebooks and the colophon are registered trademarks of Sourcebooks, Inc.® First Edition: 2008 Published by: Sphinx® Publishing, An imprint of Sourcebooks, Inc.® Naperville Office P.O. Box 4410 Naperville, Illinois 60567-4410 (630) 961-3900 Fax: (630) 961-2168 www.sourcebooks.com www.sphinxlegal.com This publication is designed to provide...
Words: 156997 - Pages: 628
...U N I T E D N AT I O N S C O N F E R E N C E O N T R A D E A N D D E V E L O P M E N T WORLD INVESTMENT REPORT 2011 NON-EQUITY MODES OF INTERNATIONAL PRODUCTION AND DEVELOPMENT U N I T E D N AT I O N S C O N F E R E N C E O N T R A D E A N D D E V E L O P M E N T WORLD INVESTMENT REPORT 2011 NON-EQUITY MODES OF INTERNATIONAL PRODUCTION AND DEVELOPMENT New York and Geneva, 2011 ii World Investment Report 2011: Non-Equity Modes of International Production and Development NOTE The Division on Investment and Enterprise of UNCTAD is a global centre of excellence, dealing with issues related to investment and enterprise development in the United Nations System. It builds on three and a half decades of experience and international expertise in research and policy analysis, intergovernmental consensus-building, and provides technical assistance to developing countries. The terms country/economy as used in this Report also refer, as appropriate, to territories or areas; the designations employed and the presentation of the material do not imply the expression of any opinion whatsoever on the part of the Secretariat of the United Nations concerning the legal status of any country, territory, city or area or of its authorities, or concerning the delimitation of its frontiers or boundaries. In addition, the designations of country groups are intended solely for statistical or analytical convenience and do not necessarily express a judgment about the stage...
Words: 156270 - Pages: 626