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University of Baltimore Law

Limited liability companies

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Integrating Subchapters K And S And Beyond, Walter D. Schwidetzky Oct 2014

Integrating Subchapters K And S And Beyond, Walter D. Schwidetzky

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This Article builds upon a similar, lengthier effort that I published in the Tax Lawyer in 2009. While there is overlap, this Article contains much new material. Important case law and tax proposals from the House Ways and Means Committee have come out in the interim. Due to space limitations, unlike my Tax Lawyer effort, this Article attempts to avoid prolixity. It assumes the reader has good knowledge of both Subchapters S and K and the tax entity selection process. If you are not that reader, a review of my Tax Lawyer article or Professor Mann's article in this symposium …


Pass-Through Entity Reform: Is A Major Overhaul Necessary?, Walter D. Schwidetzky Mar 2014

Pass-Through Entity Reform: Is A Major Overhaul Necessary?, Walter D. Schwidetzky

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No abstract provided.


Integrating Subchapters K And S — Just Do It, Walter D. Schwidetzky Apr 2009

Integrating Subchapters K And S — Just Do It, Walter D. Schwidetzky

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The Code contains two “pass-through” tax regimes for business entities. One is contained in Subchapter K, which applies to partnerships, the other in Subchapter S, which, unsurprisingly, applies to S corporations. In the main, both Subchapters tax the owners of the entities rather than the entities themselves. Having two pass-through tax regimes creates obvious administrative and other inefficiencies. There was a time when S corporations served a valuable purpose, particularly when taxpayers needed a fairly simple and foolproof pass-through entity that provided a liability shield. But limited liability companies (LLCs), which are usually taxed as partnerships, 1 in most contexts …


Options To Acquire Partnership Interests: Can The Tax Law Keep Pace?, Walter D. Schwidetzky Jan 2003

Options To Acquire Partnership Interests: Can The Tax Law Keep Pace?, Walter D. Schwidetzky

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It has become increasingly common for partnerships to issue options that give the holder the right to acquire an interest in the partnership for a set price. The holder of the option will exercise it if he feels that the partnership interest to be acquired is worth more than the exercise price. There is a dearth of authority on the federal tax treatment of option transactions, and the Service has recently asked for guidance from the tax bar as to what approach it should take. This article focuses on one piece of the partnership option puzzle, options to acquire partnership …


Last Gasp Estate Planning: The Formation Of Family Limited Liability Entities Shortly Before Death, Walter D. Schwidetzky Jul 2001

Last Gasp Estate Planning: The Formation Of Family Limited Liability Entities Shortly Before Death, Walter D. Schwidetzky

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Family limited partnerships have been popular gift and estate tax planning vehicles for many years. In recent years, family limited liability companies (LLCs) have also become common, particularly in those states that have updated their statutes to take the check-the-box regulations into account. LLCs with more than one member are usually classified as partnerships for federal income tax purposes. In a typical structure, when there is adequate planning, the donors form a limited partnership or an LLC (jointly, 'family limited liability entity' or FLLE), to which they contribute assets expected to appreciate in value. This article will focus on such …