Single Member LLCs are among the most flexible vehicles in business and real estate transactions. Creatures of state law, they are “nothing” for federal income tax purposes. They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps. Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps. This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions.
• Classification of LLCs for income tax purposes – what does “nothing” mean?
• Formation and organizational issues – how they differ from multi-member LLCs
• Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves
• Single Member LLCs as charities or as property of charities – and gifting issues
• Merger and acquisition issues involving Single Member LLCs
• Series LLCs as an alternative to commonly owned Single Member LLCs
• Changes in tax classification of Single Member LLCs
• Single Member LLCs and general partnerships – which may own which?
• Piercing the veil of a Single Member LLC
• Compensation issues and traps
• Use of charging orders against Single Member LLC distributions
• Use of SMLCCs in real estate transactions, including Like-Kind Exchanges
• State tax and excise tax overview
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