COURSE DESCRIPTION
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.
Day 1:
- 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
Day 2:
- 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
Speakers:
Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.
Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies. Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues. Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.