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Partnership Tax

In:

Submitted By bigfils1
Words 783
Pages 4
To: S. Partner, C.P.A.
From: J. Accountant
Date: March 9th, 2011
Subject: Mr. A. Radish

I
FACTS

Our client, Mr. A. Radish, owns a 99 percent interest in a limited liability company (Celery LLC) formed and currently operating under Michigan law. The other 1 percent is owned by Mr. Radish’s wholly-owned S corporation (Salad, Inc.). Celery LLC has elected to be taxed for Federal Income tax purposes as a partnership, is in the business of leasing trucks, and is managed by Mr. Radish, who also owns and manages a profitable restaurant business. Recently the truck leasing business has encountered economic problems and is expected to incur substantial losses this year. It also appears that next year the leasing operation will turn a substantial profit.

III
CONCLUSIONS

1. Yes. LLC’s and S Corporations are flow-through entities, therefore, all income and losses flow through to investors or owners.

2. Yes. Celery LLC losses will be subject to three sets of limitations, which are applied in the following order: the basis rules, the at-risk limitations, and the passive activity limitations.

3. Yes. The regulations in this area are a bit complicated, but if you actively manage or work in your LLC, you can expect to pay self-employment tax on all LLC profits allocated to you.

IV
ANALYSIS

1. Can Mr. Radish use the Celery LLC losses to offset his Salad, Inc. profits?

One of the primary characteristics of a LLC and S Corporation is the availability of flow-through income taxation. Celery LLC has elected to be taxed as a partnership for Federal Income tax purposes, and since S corporations by nature are flow-through entities, the income and losses from both entities will flow through to Mr. Radish.

2. Are there any obstacles to his doing so?

Celery LLC losses will be subject to three sets of

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