Will an LLC Always Be Taxed as a Partnership?
The first trap is whether or not a limited liability company has actually been formed. The specific characteristics of the LLC determine its classification as a partnership or as an association taxable as a corporation and avoid being subject to corporate income taxes. There are four key features that distinguish a corporation for federal tax purposes: continuity of life, centralized management, free transferability of interests, liability for corporate debts limited to corporate property. To qualify for partnership tax status, an LLC generally can have no more than two of these four corporate characteristics. This video reviews this trap as well as four others, including tax traps for investor members vs. operating members.
Jeffrey M. Grieff
Miller Nash Graham & Dunn LLP
- Shareholder in Jeffrey M. Grieff, P.S., and Counsel to the law firm Miller Nash Graham & Dunn LLP in Seattle, Washington
- Practice is focused on representing individuals, professionals, closely held companies, nonprofit entities in formation, governance, compliance and general business matters
- Specifically, he advises clients on entity formation of corporations (“S” & “C” types) professional service corporations, limited liability companies, professional limited liability companies, general partnerships, limited liability partnerships, nonprofit corporations and nonprofit limited liability companies, the Application for Recognition of Exemption (Forms 1023 and 1024), and IRC Section 501(c) Exempt Organizations compliance
- Also works closely with clients on operating and governance issues including state and federal compliance with rules, administrative codes, regulation and interpretation issues
- Has extensive experience and expertise representing medical and legal professionals, and frequently counsels clients on specific issues that occur in professional organizations
- Volunteers with the Washington State Bar Association’s Law Office Management Assistance Program (LOMAP), counseling lawyers on selecting and forming the proper entity for lawyers and law firms, as well as explaining the tax ramifications of the entity choice
- Member of the Washington State Bar Association (Business Law Section and Real Property, Probate and Trust Section) and the American Bar Association (Business Law Section and Real Property, Trust and Estate Law Section); also a member of the Society of Trust and Estate Practitioners
- Has been a presenter in numerous programs for lawyers and CPAs
- J.D. degree, University of Puget Sound; B.A. degree in business, University of Washington
- Detailed biographical information can be viewed at www.millernash.com
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