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Pass-Thru Entities

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We advise our clients on the tax benefits of pass-thru entities, including S corporations, partnerships, limited liability companies (LLCs) and joint ventures.

Much thought goes into planning and structuring transactions to take advantage of the flexibility these entities offer. Additional planning opportunities have also arisen as a result of regulations that now allow most business entities to elect whether they will be treated as a partnership, corporation or disregarded entity for tax purposes. We frequently consult with clients regarding the formation of new pass-thru entities and the tax effects of converting existing entities into pass-thru entities. Partnerships and LLCs are often used to defer tax on the contribution of appreciated property, grant tax-free profit interests to service partners, and specially allocate items of income, loss, deduction and credit among partners in a non-pro rata manner. Pass-thru entities are also used to effectuate the acquisition and disposition of assets and business interests and the liquidation of corporate subsidiaries. Our attorneys are skilled in the drafting and structuring of joint venture, partnership and LLC operating agreements.

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