Limited Liability Companies: An overview of certain tax and corporate transparency act considerations

Devan Patrick | K&L Gates LLP

Devan Patrick is a partner in the firm’s Charlotte office and a member of the corporate tax practice group. Devan assists clients on a wide range of United States tax matters associated with domestic and international business transactions and generally navigating the increasingly complex global tax environment.

Devan’s practice focuses on mergers, acquisitions, and other transactional tax matters, including debt and equity offerings, corporate and partnership restructurings, and joint ventures. Devan has also represented clients regarding multijurisdictional disclosure and reporting regimes (Corporate Transparency Act, FATCA, the CRS, and DAC6/MDR). While Devan maintains a broad practice across various industries, his clients include those in private equity, asset management, business media, and insurance areas.

Finally, Devan has experience advising clients during various levels of civil tax dispute resolutions, from examination and administrative appeals through litigation and resolution of disputes between clients and non-US tax authorities.

Kelsey Poorman | K&L Gates LLP

Kelsey advises clients on U.S. federal and international tax matters involved in acquisition, disposition, restructuring and financing transactions, including creating and implementing tax efficient structures, and advising private investment funds on formation and cross-border transactions. Kelsey also counsels on a wide array of U.S. federal and state tax compliance matters, and tax issues of real estate investments trusts (REITS). She received her LL.M. in Taxation from NYU School of Law.

I. LLCs and Types of Business Structures for US Income Tax Purposes | 2:00pm – 2:30pm

• Corporations | 2:00pm – 2:10pm
• Partnerships and Multi-Member Passthrough Entities | 2:10pm – 2:20pm
• Disregarded Entities | 2:20pm – 2:25pm
• Other: Trusts, Estates, RICs, REITs, REMICs | 2:25pm – 2:30pm

II. New Consideration in LLC Formation: FinCen beneficial owner reporting (the CTA) | 2:30pm – 3:00pm

• Background | 2:30pm – 2:40pm
• Key Components | 2:40pm – 2:50pm
  • Who Files?
  • What is Beneficial Ownership?
  • What Information is Disclosed?
  • When is the Information Reported?
  • Penalties for Violations
  • Access to FinCEN Beneficial Owner Register
• Additional Considerations | 2:50pm – 3:00pm

Break | 3:00pm – 3:10pm

III. LLC Taxation | 3:10pm – 3:40pm

• Subchapter C, Subchapter K, and Subchapter S | 3:10pm – 3:15pm
• Check-the-Box Regulations | 3:15pm – 3:20pm
  • Domestic Eligible Entities
  • Foreign Eligible Entities
  • Election Mechanics and Consequences
• State and Local Pass-Through Entity Tax Elections | 3:20pm – 3:25pm
• Cross-Border Considerations: Double Tax Treaties, Hybrid Entities | 3:25pm – 3:30pm
• Series LLCs | 3:30pm – 3:35pm
• Publicly Traded Partnerships | 3:35pm – 3:40pm