Practice Subgroup

Limited liability company and partnership income tax planning

Our attorneys provide legal advice to clients on the proper selection of a business organization when undertaking a new business venture, which requires careful consideration of a number of tax and non-tax factors. To get there, we maintain a holistic view of our clients' goals, working side-by-side with them to advise which structure will best meet their goals. Generally, there are four forms of business organization-corporation, limited liability company, general partnership and limited partnership. Of them, limited liability companies and partnerships are among the most widely selected. Although both are similar to a corporation, a limited liability company has members and a partnership has partners. In addition, limited liability companies are ordinarily taxed as partnerships.

Both a limited liability company and a partnership serve as a conduit through which income, gains, losses, deductions and credits pass directly to its owners. One of the most important documents for any limited liability company or partnership is its operating agreement or partnership agreement. We assist clients in drafting and negotiating the agreements, incorporating effective tax and nontax provisions dealing with all stages of a business' life cycle. Our attorneys develop agreements that address capital contributions, distributive share of owner's income, allocation of profits and losses, sale or exchange of an owner's interest in the business, and termination of the business.

There are a multitude of income tax issues and tax planning opportunities and all stages of partnership and limited liability company formation, operations and liquidations. Knowing the applicable rules and their impact on specific client situations is a strength of our lawyers.