Series LLCs: Advanced Planning and Tax Implications
Advantages and Disadvantages, Existing IRS Guidance, Tax Pitfalls, and Alternative Structures
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE course will provide counsel and tax professionals an instructive review of recent trends in using series LLCs. The panel will compare the advantages and disadvantages, discuss federal tax implications of tax reform, analyze existing IRS guidance and examine tax pitfalls and alternatives.
Outline
- Series business organization law
- Overview of state law inconsistencies
- Potential uses of Delaware series LLCs
- Potential legal risks in using Delaware series LLCs
- Liability risks in non-series states
- Federal bankruptcy risks
- Charging order issues
- Miscellaneous risks
- Case studies: hypothetical Delaware series LLCs
- Tax treatment of series LLCs
- Federal tax treatment
- IRS regulations
- Check-the-box framework
- Employment tax and employee benefits
- Series LLCs under the new Tax Reform
- State tax treatment of series LLCs
- Overview of state tax treatment
- State tax treatment in California and other jurisdictions that have issued regulations on taxation of series LLCs
- Federal tax treatment
- Traps for the unwary in the proposed Centralized Partnership Audit Regulations
Benefits
The panel will review these and other key issues:
- What are the business and legal advantages of selecting a series LLC business entity form?
- What are the IRS regulations concerning tax treatment of series LLCs and what issues remain?
- What are the potential state law issues that arise when a business operating as a series LLC conducts business in a state that does not recognize or has not adopted the form?
- What are the alternatives to forming a series LLC?
- What opportunities are available for series LLCs under the new Tax Reform?
- What issues arise from the proposed Centralized Partnership Audit Regulations?
Faculty
Joseph C. Mandarino
Partner
Smith Gambrell & Russell
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of... | Read More
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.
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Allen Sparkman
Partner
Sparkman & Foote
Mr. Sparkman practices in the areas of business, tax, securities, professional responsibility, and philanthropic... | Read More
Mr. Sparkman practices in the areas of business, tax, securities, professional responsibility, and philanthropic planning matters. He speaks regularly on entity selection, series LLCs, equity compensation, governance, ethics, and philanthropic planning topics. He is the author of numerous articles, including most recently “Series LLCs in Interstate Commerce” and “Tax Aspects of Series LLCs,” Business Law Today (February 2013).
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