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Taxation of Legal Entities and their Owners and Beneficiaries

Clients needing to form legal entities for business, investment or personal reasons now have a host of options available under applicable state law, including the use of unincorporated professional associations, limited partnerships (LP’s), limited liability partnerships (LLP’s), limited liability limited partnerships (LLLP’s), and limited liability companies (LLC’s). Our revenue laws subject each legal entity to a particular taxing regime based on its classification as either a C corporation, an S corporation, a partnership, a trust, an estate or a disregarded entity.

Fortson, Bentley and Griffin’s tax attorneys maintain significant expertise with respect to each of these complex regimes in order to be able to counsel clients, their accountants, and their other financial advisors regarding the proper selection, formation, tailoring, and operation of legal entities, as well as any related reporting and compliance issues. Particular areas of expertise include:

  • Taxation of C Corporations and Shareholders: including corporate tax, personal service corporation rules, accumulated earnings tax, aggregation rules, acquisitive and divisive reorganizations, liquidations, mergers, statutory conversions, stock redemptions, stock dividends, constructive dividends, dividends received deduction, and debt and equity rules
  • Taxation of S Corporations and Shareholders: including qualification, S election, electing small business trust (ESBT) election, qualified subchapter s trust (QSST) election, qualified subchapter s subsidiaries, one-class of stock rules, loss limitations, built-in gains and passive investment income taxes, inadvertent termination relief, and employment and self-employment tax issues
  • Taxation of Partnerships and Owners: including family partnerships, special allocations and substantial economic effect rules, capital accounting rules, investment company rules, “hot” items, “outside” and “inside” basis rules, 754 elections, “built-in gain” and 704(c) allocations, operating and liquidating distributions, guaranteed payments, debt allocations, disguised sale, and mixing bowl rules
  • Taxation of Trusts and Estates: including simple and complex trust rules, distributable net income and distribution deduction, separate share rules, and grantor trust rules

If you are seeking experienced legal representation regarding taxation of a legal entity, please contact us online or by telephone at 706-548-1151 to speak with one of our experienced tax attorneys.

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