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Using an LLC to Purchase Real Estate: Avoid liability, and minimize veil piercing

Matthew E. Rappaport
Matthew E. Rappaport
Falcon Rappaport & Berkman LLP

Matthew chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates.

Alexander R. Migliorini
Alexander R. Migliorini
Falcon Rappaport & Berkman LLP

Alexander Migliorini is an associate attorney in the Firm’s Corporate, Emerging Technologies, and Taxation Practice Groups.

On-Demand: March 29, 2024

$195.00 2 hour CLE

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Program Summary

In the presentation, “Using an LLC to Purchase Real Estate: Avoid Liability, and Minimize Veil Piercing,” FRB’s Matthew Rappaport and Alexander Migliorini will provide listeners with a comprehensive guide to navigate the complexities of ownership of real estate investments. Matthew and Alexander will discuss several important considerations relating to ownership of a real estate investment in a holding company, including (a) selecting the optimal corporate form for asset protection and mitigation of liability, (b) structuring holding companies in a tax-efficient manner, (c) taking adequate compliance measures for real estate holding companies for the newly enacted Corporate Transparency Act, and (d) determining whether to use single-member LLCs in a 1031 exchange. Additionally, Matthew and Alexander will discuss the best practices with respect to setting up an Opco/Propco model and preventing potential creditors from piercing the corporate veil.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Corporate and Tax Structuring for Real Estate Ownership
  • Corporate Transparency Act for Real Estate Holding Companies
  • Asset Protection, Corporate Veil Piercing, and Mitigation of Risk

Closed-captioning available

Speakers

Matthew E. Rappaport, Esq_Falcon Rappaport & Berkman PLLC_FedBarMatthew E. Rappaport | Falcon Rappaport & Berkman LLP

Matthew chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. He also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise.

Matthew is known for his work on complex deals involving advanced tax considerations, such as Section 1031 Exchanges, the Qualified Opportunity Zone Program, Freeze Partnerships, Private Equity Mergers & Acquisitions, and Qualified Small Business Stock. He has served as a trusted advisor for prominent real estate funds, executives of multinational corporations, venture capitalists, successful startup businesses, ultra-high net worth families, and clients seeking creative solutions to seemingly intractable problems requiring taxfocused analysis.

 

Alexander R. Migliorini_FedBarAlexander R. Migliorini | Falcon Rappaport & Berkman LLP

Alexander Migliorini is an associate attorney in the Firm’s Corporate, Emerging Technologies, and Taxation Practice Groups. Holding a Master of Business Administration (MBA) together with his license to practice law, Alexander has the ability to better assist clients to achieve their business and legal objectives.

Before joining FRB, Alexander gained valuable experience at The Siegel Law Firm, P.C., and as a law clerk for the Honorable Jeffrey Brown of the Nassau County, New York State Supreme Court.

During his time at Hofstra Law, Alexander relaunched the Real Estate Law Association (RELA) where he served as the President. As a Business & Alumni Affairs Editor of the Journal of International Business & Law, Alexander published a note with the law journal relating to the GDPR’s effect on U.S. data privacy laws.

Alexander has developed a reputation for providing strategic counsel and legal support to businesses of all sizes. He excels in guiding clients through complex corporate transactions, leveraging his meticulous attention to detail and deep understanding of regulatory frameworks to achieve favorable outcomes. His expertise extends to navigating the nuances of the Corporate Transparency Act, ensuring clients understand and fulfill their compliance obligations.

Agenda

I. Corporate and Tax Structuring for Real Estate Ownership | 2:00pm – 2:45pm

II. Corporate Transparency Act for Real Estate Holding Companies (part I) | 2:45pm – 3:00pm

Break | 3:00pm – 3:10pm

III. Corporate Transparency Act for Real Estate Holding Companies (part II) | 3:10pm – 3:30pm

IV. Asset Protection, Corporate Veil Piercing, and Mitigation of Risk | 3:30pm – 4:10pm

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