Louis Vlahos on Limited Liability Company (LLC)

Personal Liability for NY Sales Taxes –Sometimes, There’s No Denying It

It wouldn’t be far-fetched to say that, as a species, we humans have a propensity – rooted in our instinctive tendency for self-preservation – toward denying anything we believe may cause us harm. It should come as no...more

12/9/2022 / Department of Taxation , Financial Transaction Tax , Limited Liability Company (LLC) , New York , Personal Liability , Responsible Party , Sales Tax , Tax Appeals , Tax Court , Tax Relief

Related Party Transactions Converting Gain Into Ordinary Income – Be Careful Out There

To avoid the manipulation of tax consequences to which transactions between certain related taxpayers may be susceptible, the IRS and the Courts generally require that such transactions be closely scrutinized to ensure that...more

12/2/2022 / Arms Length Transactions , Capital Distributions , Capital Gains , Closely Held Businesses , Fair Market Value , Internal Revenue Code (IRC) , IRS , Like Kind Exchanges , Limited Liability Company (LLC) , Partnerships , Tax Avoidance

LLC as S Corporation: Square Peg Meets Round Hole?

At different times over the course of the last thirty days or so, I have seen reports describing various plans to increase income taxes and/or wealth taxes on the “rich” that have either been endorsed or proposed by the likes...more

10/26/2022 / Board of Directors , China , General-Business , Governor Newsom , Income Taxes , IRS , Limited Liability Company (LLC) , S-Corporation , Shareholder Distributions , Shareholders , Wealth Tax

Shared Appreciation Interest: Debtor-Creditor or Partners?

When is a loan not a loan? When it’s something else – for example, equity. This is one of those pesky facts and circumstances issues that plague courts, taxpayers, and tax advisers to no end. Debt- On one end of the...more

9/9/2022 / Borrowers , Debt , Equity , Fixed-Rate Loans , Interest Rates , IRS , Lenders , Limited Liability Company (LLC) , Loan Documentation , Loans , Partnerships , Preferred Shares , Tax Court , Tax Returns , Value Appreciation

Moving to the U.S.? Have You Planned for the Estate and Gift Taxes?

It is a fact that the phenomenon of human migration has been a major force in the history of the world. Indeed, among the themes that have remained constant during my years of practice, there are two that may be...more

8/23/2022 / Domicile , Estate Planning , Estate Tax , Foreign Nationals , Foreign Trusts , Gift Tax , Intangible Property , IRS , Limited Liability Company (LLC) , Marital Assets , Non-Citizens , Non-Residents , Partnership Interests , Residency Status , Tangible Property , Tax Treaty , Transfer Taxes , Visas

Planning for the Interest Charge on Installment Sales: Decanting a Grantor Trust?

I recently encountered an interesting situation in which someone suggested that a grantor trust be decanted into a non-grantor trust before the end of the taxable year. The reason? To avoid the special interest charge that...more

8/17/2022 / C-Corporation , Capital Gains , Decanting , Grantor Trusts , Installment Agreements , IRS , Limited Liability Company (LLC) , Partnerships , Pass-Through Entities , Spouses , Tax Liability , Tax-Deferred Exchanges , Trusts

The Transaction That Failed – Tax Treatment of Termination Fees

Deal Costs, Generally- Every purchase and sale of a business, whether from the perspective of the seller or the buyer, is about economics, and few items will impact the economics of the transaction more certainly or...more

7/12/2022 / Capital Assets , Capital Losses , CCA , Income Taxes , IRS , Limited Liability Company (LLC) , Selling a Business , Target Company , Tax Benefits , Tax Deductions , Termination Fees

Either An Investor or a Dealer Be – That is the Question

The Housing Market- During the first quarter of 2022, the housing market accounted for 16.7 percent of gross domestic product (“GDP”). This figure represents a return to historic norms following the substantial reduction...more

6/15/2022 / Affordable Housing , Capital Gains , GDP , Great Recession , Housing Market , Internal Revenue Code (IRC) , Inventory , Limited Liability Company (LLC) , Mortgages , Real Estate Brokers , Real Estate Development , Real Estate Investments , Real Estate Market , Tax Court , Tax Returns

An S Corporation’s Sale of Real Property Following the Death of Its Shareholder

Don’t Do It- There are certain generally accepted “dos and don’ts” of which almost every investor is certainly aware. For example, do not put all your eggs in one basket; if an investment seems too good to be true, stay...more

5/31/2022 / Capital Losses , Corporate Taxes , Debt , Estate Planning , Fair Market Value , Installment Agreements , Intangible Property , Investment , Investors , Limited Liability Company (LLC) , Liquidation , Partnerships , Related Parties , S-Corporation , Sale of Assets , Shareholders , Stocks , Tangible Property , Tax Liability

Will New York Be Looking At Your Federal Tax Return? Probably

State Finances- Much has been written over the last few weeks about the unprecedented financial cushion that many states have accumulated thanks to federal support prompted by the pandemic and larger-than-expected tax...more

5/24/2022 / Adjusted Gross Income , Administrative Law Judge (ALJ) , Audits , Federal Aid , IRS , Limited Liability Company (LLC) , New York , State Budgets , State Taxes , Tax Appeals , Tax Liability , Tax Returns , Tax Revenues , Taxable Income

The Rental of Art Between Related Parties: Applying the Resale Exclusion to the N.Y. Sales Tax

“Yes” to Art, “No” to Tax- Private patronage of the arts. For centuries, artists, museums, and galleries have depended, in no small part, upon the largesse of wealthy families. Today, as in the past, many of these...more

3/29/2022 / Art , Art Collections , Exclusions , Financial Transaction Tax , Fine Art , Good Faith , Leases , Limited Liability Company (LLC) , Private Resales , Property Ownership , Purchase Price , Resales Agreements , Retail Sales , Sales Tax , Tax Appeals , Tax Tribunal , Trustees

Me, Myself, and I: Tax Liabilities and Dealing with One’s Own Business

“It’s My Business”- The owner of a closely held business will often find it difficult to distinguish the business from their own person. That is certainly true for a sole proprietorship. In many cases, unfortunately, the...more

2/17/2022 / Alter Ego , Client Assets , Closely Held Businesses , Compensation , Creditors , Fraudulent Transfers , IRS , Limited Liability Company (LLC) , Purchase Agreement , Tax Assessment , Tax Liability , Trusts

Deferring the Tax Hit on a Grant Equity to an Employee – Are You Prepared to Enforce the Forfeiture Provision?

“Would I ever leave this company? Look, I’m all about loyalty. In fact, I feel like part of what I’m being paid for here is my loyalty. But if there were somewhere else that valued loyalty more highly, I’m going wherever they...more

2/11/2022 / Closely Held Businesses , Compensation , Corporate Officers , Directors , Employee Stock Purchase Plans , Equity , ESOP , Fair Market Value , Family Businesses , Forfeiture , IRS , Limited Liability Company (LLC) , Partnerships , S-Corporation , Tax Court , Tax Shelters , Trustees , Vested Benefits

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

1/4/2022 / Business Assets , Closely Held Businesses , IRS , Limited Liability Company (LLC) , New York , Partnerships , Pass-Through Entities , Private Equity , QSub , Reorganizations , Revenue Procedures , S-Corporation , SALT , Shareholders , Tax Increases , Tax Liability , Transfer Taxes

Gift Transfers: Not on the Congressional Agenda, But Still in the Crosshairs of the IRS

Same old in D.C.- On Monday, November 15, the President will sign into law the approximately $1 trillion Infrastructure Investment and Jobs Act that was finally passed by Congress when the House approved the Senate’s...more

11/15/2021 / Beneficiaries , Business Assets , Closely Held Businesses , Dynasty Trust , Fair Market Value , Gift Tax , Infrastructure , IRS , Joe Biden , Limited Liability Company (LLC) , Net Investment Income , Partnerships , Revocable Trusts , Surcharges , Tax Advice , Tax Returns , Taxable Exchanges , Taxable Income , Transfer Taxes , Valuation

Selling to Private Equity? Maybe You Should “F Reorg” First

Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

11/10/2021 / Acquisitions , Adjusted Gross Income , Capital Gains , Fair Market Value , IRS , Limited Liability Company (LLC) , Long-Term Investment Funds , Mergers , Net Investment Income , Partnerships , Popular , Private Equity , Reorganizations , Rollover Equity , S-Corporation , Sale of Assets , Surcharges , Surtax , Tax Deductions

Maybe Tax the Rich, but Not The Conversion of S corps into Partnerships – What Gives?

Tax the Rich? A few days ago, an opinion piece that appeared in the Wall Street Journal began as follows: “President Biden’s effort to pass the largest tax increase in U.S. history is based on the verifiably false...more

10/18/2021 / Built-In Gains , C-Corporation , Congressional Budget Office , Corporate Taxes , Fair Market Value , Joe Biden , Limited Liability Company (LLC) , Liquidation , OECD , S-Corporation , Sale of Assets , Shareholders , Tax Increases , Taxable Income , Ways and Means Committee , Wealth Tax

Disposing Of Assets Under The Ways and Means Committee’s Proposals

First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more

Tax Distributions As Fraudulent Conveyances?

The Calm Before? I’m confused. For better or worse, I’m pretty sure that I am not alone. Last week, in a letter addressed to the American people, forty-six of the fifty Republicans in the U.S. Senate indicated they...more

8/16/2021 / Bankruptcy Code , Biden Administration , Budget Reconciliation , C-Corporation , Chapter 11 , Commercial Bankruptcy , Debtors , Infrastructure , Limited Liability Company (LLC) , Liquidation , Pass-Through Entities , Private Equity Funds , Tax Increases , Taxable Distributions , Trustees

Louis Vlahos

Rivkin Radler LLP

Readers' Choice Awards

Popular Topics by This Author

Latest Posts › Limited Liability Company (LLC)