Basis Calculations for Pass-Through Entities: Challenges for Tax Preparers

Transcription

1 Basis Calculations for Pass-Through Entities: Challenges for Tax Preparers Tackling Complex Calculation Issues for S Corporations, Partnerships and LLCs TUESDAY, JANUARY 8, 2013, 1:00-2:50 pm Eastern IMPORTANT INFORMATION This program is approved for 2 registered tax return preparer (RTRP) credit hours (other federal tax law/federal tax related). Based on the IRS rules, to earn credit you must: Participate in the program on your own computer connection or phone line (no sharing) if you need to register additional people, please call customer service at x10 (or x10). Strafford accepts American Express, Visa, MasterCard, Discover. Respond to verification codes presented throughout the seminar. If you have not printed out the Official Record of Attendance, please print it now. (see Handouts tab in Conference Materials box on left-hand side of your computer screen). To earn Continuing Education credits, you must write down the verification codes in the corresponding spaces found on the Official Record of Attendance form. Complete and submit the Official Record of Attendance for Continuing Education Credits included with the presentation materials. That record must include your PTIN ID #. Instructions on how to return it are included on the form. To earn full credit, you must remain on the line for the entire program. WHOM TO CONTACT For Additional Registrations: -Call Strafford Customer Service x10 (or x10) For Assistance During the Program: - On the web, use the chat box at the bottom left of the screen - On the phone, press *0 ( star zero) If you get disconnected during the program, you can simply call or log in using your original instructions and PIN.

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4 Stock Basis Calculations for Pass-Through Entities Frank Gariepy, CPA, Partner Meredith Menden, CPA, MBT, Senior Manager 4

5 IRS CIRCULAR 230 NOTICE Any tax advice expressed in this communication is not intended to be used, and cannot be used, for the purpose of avoiding penalties imposed on the taxpayer by any governmental taxing authority or agency. In addition, if any such tax advice is made available to any person or party other than the party to whom the advice was originally directed, then such advice, under IRS Circular 230, is to be considered as being delivered to support the promotion or marketing (by a person other than Eide Bailly LLP) of the transaction or matter discussed or referenced. Thus, each taxpayer should seek specific tax advice based on the taxpayer s particular circumstances from an independent tax advisor. 5

6 S Corporations 6

7 Background S Corporation basis is simple Increases Amounts earned Amounts contributed Decreases Amounts deducted Amounts distributed Cannot go negative 7

8 From the beginning Initial Stock Basis Cash paid for shares Net Value of Property Contributed to the Corporation (FMV or NTV depending on transaction) Taxable value of shares received for services provided Carried over from shares received as gift Stepped-up for shares inherited Any combination of the above 8

9 Increases to Stock Basis Capital Contributions (property or cash) Ordinary Income Investment Income Gains Excess of deductions for depletion 9

10 Decreases to Stock Basis Distributions (property or cash) Business Deductions Non-deductible Expenses Contributions 179 Deduction Losses 10

11 Who Cares? Why and when does basis matter the company had losses the company made distributions there was an ownership change in the company. Basis is a piggy bank Excess distributions are taxable 11

12 Order of Basis Adjustments IRC Sec. 1367(a) Order is very important First: stock basis is increased for income items Second: it is decreased for distributions Third: it is decreased for nondeductible, noncapital expenses Fourth: it is decreased for items of loss and deduction Note: If Basis is Positive Before Distributions but would be zeroed out by deduction items, the excess loss is suspended rather than the excess distributions taxable Election to Reduce Basis by Loss or Deduction Items before Nondeductible Expenses [Reg (g)] 12

13 Example [Reg (g)] Sophia owns all of the shares of Princess, Inc., an S corporation that incorporated and elected S status on January 1, The corporation uses a September 30 year-end. Sophia's stock basis on January 1 is $500,000 The corporation passes through a nonseparately stated loss from business activities of $550,000 and $10,000 of nondeductible meals & entertainment 13

14 Example 1 [Reg (g)] Under the ordering rules, the $10,000 nondeductible amount reduces basis before it is reduced by items of loss and deduction Beginning Basis $500,000 Less: Nondeductible M&E ($10,000) Basis before loss $490,000 Less: Loss (limited) ($490,000) Ending Basis $0 Loss Carried Forward ($60,000) Loss Utilized on 1040 ($490,000) 14

15 Example 2 [Reg (g)] If election made to reverse the ordering rules, the $10,000 nondeductible amount reduces basis AFTER it is reduced by items of loss and deduction Beginning Basis $500,000 Less: Loss (limited) ($500,000) Basis before n/d items $0 Carryforward Nondeductible M&E ($10,000) Loss Carried Forward ($50,000) Loss Utilized on 1040 ($500,000) 15

16 [Reg (g)] The election to reduce basis by loss or deduction items before nondeductible expenses results in a higher deductible loss The nondeductible item however carries over to future years and will reduce basis when there is sufficient basis to absorb it If the election is not made, the nondeductible items do not carry over, even if basis is reduced to zero in the current year 16

17 When to Calculate Basis? Normally calculated at the end of the corporation s taxable year. [Reg (d)] Exceptions Disposal of entire shareholder interest Disposal of substantial interest 17

18 Example Timing Rules Sophia owns all of the shares of Princess, Inc., an S corporation that incorporated and elected S status on January 1, The corporation uses a September 30 year-end. Sophia's stock basis on January 1 is $500,000 The corporation passes through a nonseparately stated loss from business activities of $550,000. The corporation made no distributions to Sophia during the year. At September 30th Sophia's basis is adjusted to $0 with a $50,000 loss carry over 18

19 Example Timing Rules Sophia contributes an additional $50,000 to the company on October 1, Can she take the full $550,000 loss on her personal 2012 income tax return No - Those increases in basis are considered in determining basis at the end of the corporation's next fiscal year, the corporate year-end not the shareholder year-end governs 19

20 Per-Share, Per-Day Pass-through items are generally allocated pershare, per-day [IRC Sec. 1377(a)(1)] Each item is divided by the number of days in the tax year, then that amount is allocated equally among the shareholders who held shares on each day [IRC Sec. 1377(a)(1)] Simplified method: the percentage of stock owned is multiplied by the percentage of the year that it is owned [1120S Instructions] 20

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22 Per-Share, Per-Day Example The stock of Twins Corporation, a calendar year S Corporation is held by Leo and Juliet, who each own 50% on January 1 Leo sells all of his stock to Juliet for $350,000 on March 31 The corporation's income for the year ending December 31 is $400,000 Leo had basis of $150,000 in his stock at the beginning of the year 22

23 Per-Share, Per-Day Simplified Method, ordinary gain of $400,000 Leo is allocated $50,000 Juliet is allocated $350,000 % of Stock x % of the Year = x Pass-through Items Leo 50% x 25% = 12.5% $50,000 0% x 75% = 0% $0 Juliet 50% x 25% = 12.5% $50, % x 75% = 75% $300,000 Total 100% $400,000 23

24 Per-Share, Per-Day Leo s ending basis is $150,000 + $50,000 = $200,000 Gain on sale is $350,000 - $200,000 = $150,000 capital gain Overall income: Ordinary Gain: $50,000 x 35% = $17,500 Capital Gain: $150,000 x 15% = $22,500 Total: $200,000 = $40,000 24

25 Cut-off Method Shareholder s Entire Interest is Disposed Requires specific accounting election under [Reg (b)(1)] Pass-through items are allocated through cutoff date and then again from cut-off date until the end of the year Basis is adjusted at cut-off date Distributions adjust basis 25

26 Cut-off Method - Example Same facts as previous examples The corporation had net income for the year of $400,000, made up of a loss of $100,000 through March 31 and income of $500,000 for the remainder of the year Leo has other income that brings him into the 35% tax bracket 26

27 Cut-off Method - Example Income Jan 1 March 31 Income Apr 1 Dec 31 Total Leo ($50,000) $0 ($50,000) Juliet ($50,000) $500,000 $450,000 Total ($100,000) $500,000 $400,000 Per-share, per-day Specific Accounting Leo $50,000 ($50,000) Juliet $350,000 $450,000 27

28 Cut-off Method - Example Leo s ending basis is $150,000 $50,000 = $100,000 Gain on sale is $350,000 - $100,000 = $250,000 capital gain Overall income: Ordinary Loss: ($50,000) = ($17,500) Capital Gain: $250,000 = $37,500 Total: $200,000 = $20,000 tax Leo s tax as compared to per-share per day is $20,000 less Juliet s tax is $35,000 more 28

29 Cut-off Method All affected shareholders must consent (actual consent kept in taxpayer records) If corporate redemption, all shareholders are affected Election impacts pass-through items only One tax return is filed May require supplemental schedules for basis calculations Attach election statement to return (means decision can be deferred until tax return is filed) The stock sale agreement should address decision process 29

30 Cut-off Method Other Options Qualifying Disposition of Stock [Reg (g)(2)] Shareholder disposes of 20% or more of the corporation's issued stock in one or more transactions within any 30-day period during the corporation's tax year (sale or redemption) Stock equal to or greater than 25% of the previously outstanding stock is issued to one or more new shareholders within any 30-day period during the corporation's tax year All shareholders who held stock must consent The first tax year is deemed to end on the date the threshold is met 30

31 Other Stock Basis Issues Corporate Owned Life Insurance Basis reduced by premiums to extent attributable to pure life insurance coverage. Portion attributable to increase in CSV is capital expenditure, not a reduction in basis Increased by proceeds (tax-exempt income) Proceeds do not increase AAA Items increasing basis MUST be reported on shareholder s income tax return Contributions of appreciated property reduce basis by FMV, not adjusted basis 31

32 Debt Basis Shareholder loans provide debt basis Losses can reduce debt basis Basis reduction is applied at year-end Debt basis is restored before stock basis by corporate income Repayment of reduced-basis loan is taxable Capital Gain if debt is evidenced by note Ordinary Income if no written note Investment income 32

33 Debt Basis - Issues Partial Payments Gain is recognized Computed prorata based on the relationship of the reduction in basis to face value of the loan Example Corporation makes payment of $75,000 on reduced basis debt. Income is calculated as follows: $125,000 (face amount) - $100,000 (Basis) $125,000 (face amount) X $75,000 (repayment) = $15,000 Income 33

34 Debt Basis Requirements Must incur a true economic outlay Owed by corporation to shareholder Loan made directly by shareholder Note not required but recommended Over $25,000 debt at year-end is treated as if evidenced by written note Guarantee does not create basis (payments made by shareholder do create basis) 34

35 Debt Basis Requirements Back-to-Back Loans - Background A third-party loans fund to shareholder(s), then the Shareholders re-loan to S Corporation What if not third party but a related company? IRS argues no economic outlay Hitchins, 103 TC 711 (1994) supports IRS position 35

36 Debt Basis Requirements Prop. Reg (a)(2) Preference for any bona fide indebtedness to run directly from the shareholder to the S corporation. Back-to-back loan between a shareholder and two related S corporations is bona fide indebtedness Depends upon all the facts and circumstances 36

37 AICPA Proposed Safe Harbor 1. The debt is evidenced by a written note with an unconditional promise by the corporation to pay the shareholder, on demand or on a specified date, a sum certain 2. The interest rate specified in the instrument meets AFR requirements 3. Interest payment dates are specified in the instrument 4. The instrument is legally enforceable under state law (even transferees would have the right to enforce the terms of the note) 37

38 AICPA Proposed Safe Harbor 5. The corporation would not be an obligor or co-obligor on the note issued by the shareholder to the primary lender in a backto-back situation (a guarantee or pledge of corporate assets would not be considered as making the company an obligor) 6. Interest and principal payments are actually made pursuant to the agreement 7. Loans are reported appropriately on tax returns and year-end financial statements 38

39 Debt Basis Strategies Offset capital gain with capital losses Use to deduct investment interest Debt for Stock Swap Charitable contribution 39

40 Summary Keep careful basis records from day one Basis is the responsibility of the shareholder Tax preparers should be prepared Save K-1s in permanent file in case of basis questions in the future Carefully plan debt transactions and follow the plan 40

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42 Partnership Basis Calculation 42

43 Your instructor Jacob Wilkinson - Manager - National Tax - Washington, DC 43

44 Calculating Basis in Partnership Interest 44

45 Why Do We Need to Know Basis Importance - Transfer of Interest Gain calculation Step up under section Nonliquidating distributions Gain on distribution - Liquidating distributions Basis of distributed property - Deductibility of losses under section 704(d) - Economic Effect under section 704(b) 45

46 Basis in Partnership Interest Initial concepts - Inside Basis Basis of partnership assets - Outside Basis Partner s basis in partnership interest - Why are they different? - What is the impact if have a difference? Section 743(b) or 734(b) adjustments (optional or mandatory) 46

47 Basis in Partnership Interest Single Basis Concept - One single basis even though partners can own multiple classes of stock - However, this single basis can have separate holding periods - IRS Legal Advice AM Cannot allocate tax items to different interests in disregarded entity Rev Rul Partner has a unitary basis - Use FMV to determine portion sold - Liabilities complicate the issue 47

48 Basis in Partnership Interest Calculation of Basis - When do you calculate basis? A partner is only required to compute the basis of his partnership interest when the computation is necessary to determine his tax liability. Where there has been a sale or exchange of all or a part of a partnership interest or a liquidation of a partner's entire interest in a partnership, the adjusted basis of the partner's interest should be determined as of the date of sale or exchange or liquidation Reg section (a)(1) 48

49 Basis in Partnership Interest Calculation of Basis - Ordering Rules under section 705(a) Increased by 1. Contributions to the partnership and purchases of partnership interests (section 722 and 742) 2. Taxable income of the partnership 3. Income of the partnership exempt from tax 4. The excess of the deductions for depletion over the basis of the property subject to depletion 49

50 Basis in Partnership Interest Calculation of Basis - Ordering Rules under section 705(a) Decreased by 1. Distributions of the partnership (section 733) a. Money is considered distributed before other property if made simultaneously. b. Basis adjustments for separate distributions are made in chronological order. 2. Losses of the partnership 3. Depletion - See Rev Rul comprehensive example of basis calculation and ordering rules 50

51 Basis in Partnership Interest Contribution of property - Partner receives basis equal to adjusted basis in partnership property. Distribution of property - Partners basis is decreased by adjusted basis in partnership property. Exceptions to general rules for - Disguised sales - Shifting of liabilities could cause gain recognition - Liquidating distributions 51

52 Basis in Partnership Interest Calculation of Basis - Alternative rule under section 705(b) Partners basis is equal to their proportionate share of all assets - When can you apply this rule The partner cannot practicably apply the general rule set forth in section 705(a) Reasonable to conclude that the result produced will not vary substantially from the result obtainable under the general rule 52

53 Basis in Partnership Interest A partners basis cannot be reduced below zero - Section 704(d) provides that deductions cannot be taken to the extent they exceed the partner s basis - Section 731(a)(1) causes gain recognition on any cash distributions to the extent they exceed the partner s basis 53

54 Basis in Partnership Interest Partner s Basis and Partner s Capital Account - The adjusted basis of a partner's interest in a partnership is determined without regard to any amount shown in the partnership books as the partner's capital, equity, or similar account. Reg. section (a)(1) 54

55 Basis in Partnership Interest Partner s Basis and Partner s Capital Account - Generally, basis will equal the sum of Tax basis capital account, and Partner s share of liabilities. - Partners can have negative or deficit capital accounts 55

56 Basis in Partnership Interest Treatment of liabilities Section Increase in a partner's share of partnership liabilities are treated as cash contributions by the partner - Decrease in a partner's share of partnership liabilities are treated as cash distributions to the partner - A liability to which property is subject shall, to the extent of the fair market value of such property, be considered as a liability of the owner of the property. 56

57 Basis in Partnership Interest Section 704(b) vs. Tax Basis - Initial value is fair market value for contributed property under section 704(b) - On distribution of property, the value of the property must be booked up to reflect FMV with a corresponding adjustment to partners 704(b) capital accounts - Book ups can be made when other significant transactions occur. See Reg. section (b)(2)(iv)(f) 57

58 Basis in Partnership Interest Other issues - A partner's note evidencing its obligation to make a future contribution to the partnership has no basis - Rev. Rul basis adjustment on charitable contribution of partnership property - Section 1411 triggered on the difference between inside and outside basis. 58

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60 Partnership and LLC At Risk Basis Francis J. Gariepy, CPA Partner, Eide Bailly National Tax Office Meredith Menden, CPA, MBT, Senior Manager 60

61 IRS CIRCULAR 230 NOTICE Any tax advice expressed in this communication is not intended to be used, and cannot be used, for the purpose of avoiding penalties imposed on the taxpayer by any governmental taxing authority or agency. In addition, if any such tax advice is made available to any person or party other than the party to whom the advice was originally directed, then such advice, under IRS Circular 230, is to be considered as being delivered to support the promotion or marketing (by a person other than Eide Bailly LLP) of the transaction or matter discussed or referenced. Thus, each taxpayer should seek specific tax advice based on the taxpayer s particular circumstances from an independent tax advisor. 61

62 Subjects to be covered At Risk Basis and Tax Basis At Risk Basis Debt Allocation Issues Proposed Reg & Tax Cases Affecting At Risk 62

63 At Risk and Tax Basis Book capital accounts for the relative economic rights of a partner Tax basis tracks the individual partner s after tax investment in the partnership At risk basis reflects the partners economic risk of loss by use of the liabilities to finance tax basis losses Partnership level debt provides tax basis and at risk basis for partners to deduct losses prior to repayment of the debt or contribution of capital 63

64 At Risk Basis At Risk Basis IRC Sec 465 Partners and LLC members allocated losses are limited to the capital contributed and amounts they may be obligated to personally repay or has pledged as security for debt Recourse and non-recourse debt can provide basis for deduction of tax losses in excess of capital for tax purposes At risk amounts generally do not include non-recourse debts Allocation of at risk debt amounts Complicated rules using a constructive liquidation approach Generally recourse debts allocated by loss ratio and nonrecourse debt allocated by profit ratio 64

65 At Risk Basis The roll of debt in computing basis Debt reflects the economic at risk amounts of a partner s interest in a partnership Debt supports the allocations and deductions of operating losses for tax and at risk purposes Deficit capital accounts rare without debt Entity level debt for tax and at risk basis is a major difference between partnerships and S Corporations in computing outside basis 65

66 At Risk Basis Compliance - Form 6198 Required form if there are current amounts not at risk Non-recourse loans used to finance the activity Exception for QNR financing Cash, property or borrowed amounts protected against losses with a guarantee or other type stop-loss arrangement Loans that would qualify as recourse or QNR except for the lender being another partner/llc member or 10% related member (IRC Sec 465(b)(3)(C)) 66

67 At Risk Basis Compliance - Form 6198 Increases and decreases to at risk amounts Amounts similar to tax basis increases and decreases FMV of pledged property property not used in activity used to borrow amounts provided to activity Cash or adjusted basis of contributed property Increase in non-recourse debt or a change from recourse debt to non-recourse debt can cause a decrease Change in QNR debt to recourse due to guarantee can be a significant decrease Deficit basis amounts subject to at risk loss recapture 67

68 At Risk Basis Debt Allocation Allocation of Recourse Debt Reg Follows a constructive liquidation computations in which assets are valued at zero and sold for the amount of debt. The partner bears the economic risk of loss in this test to the extent he is obligated to pay the creditor or make a contribution to the partnership to satisfy the liability In practice this allocation most often follows the loss ratio of the partner 68

69 At Risk Basis Debt Allocation Allocation of Nonrecourse Debt Reg Partnership minimum gain, the excess of a nonrecourse liability over the 704(b) book value Partner s 704(c) gain if property is disposed for the amount of the associated debt Remaining amounts allocated by profit ratio 69

70 At Risk Basis Debt Allocation Partner at risk basis accounting affected by type of entity General partnership (GP) All partners have unlimited liability for all partnership debts and would be considered as recourse debts and at risk Limited partnership (LP) The general partner would have unlimited liability but the limited partners do obtain at risk basis on QNR debt as the associated real property is considered pledged for the debt (IRC Reg (b)(4)) 70

71 At Risk Basis Debt Allocation Partner at risk basis accounting affected by type of partner cont d Limited Liability Company (LLC) Generally all debts are non-recourse and members not at risk with the exception of direct member loans to the LLC. Member guaranteed loans and debt that qualifies as QNR Limited Liability Partnership (LLP) Partner is not liable for the debts of the LLP. Allocation rules will be similar to LLC Limited Liability Limited Partnership (LLLP) Similar debt allocations rules with Limited Partnerships with the general partner having unlimited liability 71

72 At Risk Debt Allocation Contrast with S Corporations Debt within S Corps does not provide at risk or tax basis for deducting losses by the shareholder Shareholder direct loans provide basis Very limited tax cases of shareholder guaranteed intercompany debt providing at risk basis for losses No QNR debt allocation within an S corporation will provide at risk basis for loss deduction 72

73 Example Tax Basis and At Risk Basis comparisons with debt allocations 73

74 Example Tax Basis and At Risk Basis comparisons with disproportional debt allocations 74

75 Debt Allocation Issues Multi-Tiered Partnerships Reg (a) An upper-tier partnership's share of the liabilities of a lower-tier partnership (other than any liability of the lowertier partnership that is owed to the upper-tier partnership) is treated as a liability of the upper-tier partnership for purposes of applying section 752 and the regulations thereunder to the partners of the upper-tier partnership Pass-through recourse debt can change to non-recourse debt on second tier LLC Debt Guaranteed by an upper tier LLC does not become recourse debt to the member Debt Allocable to a DE is allocable to the extent of the DE value per Reg (k) rather than look through to the owner of the DE 75

76 Debt Allocation Issues Shifting of At Risk Amounts Non-recourse debt and QNR can become recourse debt to the guarantor partner/member and shift the related allocations of expenses to the guarantor Debt refinancing in which a new guarantor executes a guarantee can cause a debt shift and recapture of prior at risk losses Drafting guarantees by the appropriate members can insure allocations do not shift to a single guarantor Aggregation of activities IRC Sec 465(c)(2)(B) 76

77 Debt Allocation Issues Debt Guarantees Recourse debt Minimal effect on at risk amounts for a partner since he steps into the shoes of the creditor upon payment and has a right to collect from the partnership or other partners Non-recourse debt Risk of loss can substantially shift to the guarantor, especially if when there is a waiver of subrogation or recourse against the partnership De minimus exceptions Reg (d) states a guarantor with a 10 percent or less interest in the partnership is not considered to bear the economic risk when they guarantee debt 77

78 Proposed Reg and Tax Cases Proposed Regulations Prop Reg (d) states a guarantor does not receive At Risk basis until the taxpayer/guarantor pays on the guarantee and has no right to reimbursement Prop. Reg (d) is the Service s position per the IRS Audit Guide on Partnerships This is similar to what an S Corp shareholder would face with a debt guaranteed by a shareholder T.D /21/2012 IRS has retroactively removed the deminimus rule in the partnership Regs of (those owning less than 10%) 78

79 Proposed Reg and Tax Cases Tax Cases Government Position 1983 Tax Court Decision, (Brand v. Commissioner 81 T.C. 821) held partners were not at risk for the partnership loans they guaranteed since they were entitled to reimbursement from the primary obligor Subsequent cases uphold the shift in at risk amounts to the guarantor, (Melvin v Commissioner 88 T.C. 63 (1987), looks at who will ultimately be obligated to pay the partnership debt obligations if the partnership is unable A limited partner or LLC member are not considered at risk for partnership recourse debt and the existence of a DRO provision may not change this under Sec 465, (Hubert Enterprises T.C. Memo , supplementing, 125 T.C. 72 (2005) 79

80 Proposed Reg and Tax Cases Tax Cases Guarantee Increases At Risk Basis Abramson, Edwin D.,et al, (1986) 86 TC 360 Gefen (1986) 87 TC 1471 Bennion, Sam H., (1987) 88 TC 684 Tax Court permitted increased basis when Guarantee is absolute and unconditional There is no right of subrogation, reimbursement from the entity or other owners Guarantor bears the ultimate risk of responsibility for the debt similar to the hypothetical transaction in Reg where all of the assets are worthless and the payment of the liabilities is determined by who bears the economic risk 80

81 Proposed Reg and Tax Cases Partnership Law vs. Limited Liability Companies State law applicable to partners may be different for LLC members in the way liabilities are allocated LLC liability will generally be non-recourse with the exception of QNR debt S Corp owner or LLC Member guaranteeing debt may have a legal right under state law for reimbursement upon paying the guaranteed debt.this takes away the absolute and unconditional nature of the guarantee Check your state law with a knowledgeable attorney and or consider changes to your operating agreement to take into consideration the effect of a guarantee and will the allocations of income and losses resulting from the shift still represent substantial economic effect under IRC 704(d) 81

82 Summary Partnership basis follows 4 separate basis methods (704(b) ->Tax ->At Risk ->Passive) Be aware of outside basis compared to inside basis Review debt obligations annually for guarantees Review operating agreements for possible changes to avoid un-intended allocations Check with tax attorneys on your state law for LLC members 82

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84 Jacob Wilkinson Jacob.Wilkinson@mcgladrey.com 84

85 Frank Gariepy, CPA Partner Meredith Menden, CPA, MBT Senior Manager