Pass-thru Entity Transactions
Pass-thru Entity Transactions include transactions that involve partnerships, LLCs, or S Corporations.
If you’re forming a pass-through entity Transactional – Partnership, LLC, S Corporation—preparing for an owner’s exit, or restructuring, it’s important to keep the tax impact aligned with your company’s business plan. Our professionals have the experience and knowledge necessary to help you keep your taxes in check and satisfy your business needs.
We start by obtaining a detailed understanding of your particular organization and the deal points leading up to its formation, drawing on that knowledge to plan for your ongoing operations as well as any anticipated exits or future transfers of assets to key individuals.
Our tax planning team then takes a comprehensive approach, working with you to address your year-to-year tax and long-term transaction planning side by side. When a transaction does become imminent, we know exactly what it means to your organization and how we can structure it to align with your goals.
We can help you:
Entity Formation Issues
Understanding the life-cycle of an organization and selecting from the beginning one that will provide a strong starting point is paramount to success. A critical step in the tax-planning process is designing a tax structure that meets the needs of your particular situation.
Pass-thru Entity Issues
- Understand partnership income and loss and distribution provisions in partnership agreements
- Perform S corporation stock and debt basis planning
- Structure compensation arrangements to for both partners and shareholders and incentivize management
- Reduce current tax liability through effective tax basis recovery
- Reduce ordinary income gain upon a partner’s exit
- Provide cash flow flexibility for retiring partners and shareholders
- Effectively plan for earnings and profits distribution events
Pass-Thru Entity Structuring For Real Estate Transactions
- Transaction due diligence (buy-side and sell-side/carve-out) – including lender diligence, real estate M&A diligence, real estate asset diligence, transaction closing prorations
- Transaction strategy & operations – including tourism and economic advisory, risk and compliance advisory, development advisory, entity and asset strategic advisory, transactional corporate real estate
- Capital markets – including capital strategy/brokerage – property and real estate entity brokerage, raising equity capital