Passthrough Entity Consulting


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We all want taxes to be less of a burden, especially when it comes to business deals. Entities such as LLCs that are classified as partnerships or S corporations, also known as pass-through entities, offer businesses the opportunity to structure flexible economic deals while paying only a single layer of tax, as opposed to the double layer of tax paid by corporations. Additionally, pass-through entities are eligible to make use of the new section 199A deduction passed as part of tax reform.

Harmonize Economics and Tax
The taxation of flow-through entities, while complex at times, provides opportunities for businesses to create deals with great terms, both economically and in relation to taxes. Consulting with the right advisor can help you capture this in a number of situations, including:

For Partnerships
• Assisting with putting together partnership agreements, including understanding
and interpreting key tax provisions
• Assessing eligibility for the new section 199A 20 percent deduction
• Helping you buy or sell a business held by a pass-through entity
• Modeling the economic and tax allocations stemming from a deal, including
computations of different economic returns pursuant to a “waterfall” calculation
• Calculating basis step-ups from a purchase or redemption
• Maintaining capital accounts
• Using partnerships to access cash in a tax efficient manner
• Assisting with the allocation of partnership liabilities

For S Corporations
• Determining qualified shareholders
• Allocating income properly
• Converting from a S corporation to partnership or partnership to S corporation
• Assessing eligibility for the new section 199A 20 percent deduction
• Determining tax and at-risk basis

Our team of experienced tax attorneys and accountants can help you with all phases of an engagement, from starting a deal with a partner to wrapping up and liquidating a business. We take pride in understanding the unique facets of your business and ensuring you know how particular tax provisions may benefit your situation. Contact us to learn how you can start creating better deals today.

Call our team today.

What inspires you, inspires us. Let’s talk.


Adam Sweet



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