AMBIGUITY IN OPERATING AGREEMENTS

The new post by Peter Mahler under the link below provides a powerful illustration of the importance of avoiding ambiguity in multi-member LLC operating agreements—and of how difficult it can be to avoid this ambiguity.

https://www.nybusinessdivorce.com/

ADDITIONAL GUIDANCE UNDER THE TCJA EXPECTED BY YEAR’S END

The post under the link below summarizes a statement by the IRS commissioner about IRS plans for extensive additional guidance about the Tax Cuts and Jobs Act of 2017 before the end of this year.  Importantly, the commissioner makes no reference to guidance under section 199A, a provision of tremendous important to every LLC owner and lawyer.  Maybe this means that, at least for a while, no more section 199A guidance will be forthcoming.

Here is the link:   https://www.twrblog.com/2019/11/significant-tcja-guidance-due-before-end-of-year-kautter-says/#page=1

As many of you know, my fields of expertise are (i) complex LLC law and tax; and (ii) section 199A, including, especially, section 199A restructuring.  If you have questions in either of these fields, please feel free to give me a call.

BUY-OUT OF MEMBER ELEVEN YEARS AFTER MEMBER’S DEATH

Peter Mahler’s latest post—as usual, an excellent one—addresses a very recent New York appellate decision concerning a potential buy-out of a deceased member of a real estate holding company LLC—11 years after the member’s death!   The facts are weird but the case nevertheless holds many lessons for LLC lawyers drafting buy-sell provisions for deceased LLC members.

Here’s the link:

https://www.nybusinessdivorce.com/2019/11/articles/operating-agreement/llc-survives-members-death-dissolution-petition-doesnt/

DEALING WITH “FLOATING INTERESTS” IN LLC OPERATING AGREEMENTS

The attached excellent new post by Peter Mahler, based on a very recent New York case, describes the very scary legal and  persons consequences that can arise when members of a multi-member LLC fail to define adequately in their operating agreement the circumstances in which the members’ rights to share in LLC profits will change because of changing circumstances.

https://www.nybusinessdivorce.com/2019/10/articles/operating-agreement/the-perils-of-indeterminate-llc-membership-interests/

 

WHEN DOES A BUSINESS BECOME AN ACTIVE TRADE OR BUSINESS FOR START-UP DEDUCTION PURPOSES?

The excellent post under the link below addresses an issue that can be important for many start-up LLCs—namely, the issue of when a business ceases to be a business in formation and becomes an active trade or business for start-up deduction purposes.  The issue was addressed and resolved in a recent Tax Court decision discussed in the post.

Here’s the link:

http://taxblog.dickinson-wright.com/2019/09/recent-case-sheds-light-on-when-a-trade-or-business-begins/