Keeping an Eye on Asymmetrical Issues and Problems
With many closely-held entities electing (or defaulting into) a “pass-through” status, either as an entity to be treated as an “S corporation” under the Federal tax law, or as a “partnership” under the Federal tax law, or as a “disregarded entity” under the Federal tax law (when there is only one owner, under the facts and circumstances), state laws and the Federal tax law can become asymmetric. In other words, a LLC formed under state law may elect its way into either C or S corporation entity status under the Federal tax law, or default into treatment as a partnership, with two or more owners, or disregarded as an entity separate from its owner, if there is only one owner under the facts and circumstances. At other times, a person or entity labeled as an owner (e.g., member, partner, limited partner, or even shareholder) or treated as such under state law, may not be properly classified as such under the Federal tax law’s application of a facts and circumstances approach. Under these situations, it may be critical for an owner to take affirmative action with regard to any K-1s he or she or it has been issued, applying applications and advice rendered in our special program, Partners in Peril.
Here at the Tufts Law Firm, we are prepared to assist owners with understanding and working with this asymmetry, and either anticipate or avoid or deal with business disputes that may then arise. If you have asymmetrical issues or concerns, please contact us.