Determining Whether a “Partnership” Should Be Respected For Tax Purposes
March 10, 2026 | Louis Vlahos | Business | Federal
Abusing Partnerships? I am certain that most of you have encountered at least one unscrupulous “advisor” who tried to convince you or your client to take advantage of what they described as a perfectly legal “loophole” in the Code that could generate significant tax savings.[i]   Over the years, many…
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Bona Fide Debt Between Related Persons – Is it Enough to Charge Interest at the AFR? Maybe Not
February 24, 2026 | Louis Vlahos | Federal
Adequate Interest The IRS uses the applicable federal rate, or AFR, to determine whether a private debt transaction provides for adequate stated interest for various income or transfer[i] tax purposes. Typically, private debt includes a direct or indirect loan or other transaction that involves an extension of credit between related…
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Sales Tax Savings With Montana LLCs? Don’t Do It
February 18, 2026 | Louis Vlahos | Business
LLCs Run Through It What do you think of when someone mentions Montana? Is it the seemingly boundless landscape from which the largest land-locked state[i] derived its nickname, Big Sky Country?[ii] What about its Rocky Mountain national parks, like Glacier or Yellowstone?[iii] Until recently, I had always equated Montana with…
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Converting a Taxable Corp Into a Tax-Exempt Entity Via a Bargain Sale – or is it Something More?
February 12, 2026 | Louis Vlahos | Business | Uncategorized
From Taxable to Tax-Exempt Corp Travel back with me to 1986, if you will, and the repeal of the General Utilities doctrine. The Tax Reform Act of 1986[i] added Sec. 337(d) to the Code and directed the Treasury to prescribe the regulations necessary to carry out the purposes of the…
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Applying the Federal Priority Statute to The Attorney as Client’s “Corporate Executive”
February 04, 2026 | Louis Vlahos | Business
Tax Deficiency Over their career, every tax practitioner has had many client-taxpayers against whom a government’s taxing authority – be it federal, state, or local – has asserted and then assessed a tax deficiency. There are many reasons why a taxpayer – whether an individual, corporation, partnership, estate or trust…
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Tax-free Conversion of Corporation Into Partnership Via “C” Reorganization
January 26, 2026 | Louis Vlahos | Business
Non-Recognition Exchanges Under the Code and the Regulations issued thereunder, the gain or loss arising from the conversion of property into cash is treated as income realized or as loss sustained by the owner of the converted property,[i] which the owner must generally account for in determining their federal income tax liability for…
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“Limited Partner”? The Exclusion of Net Earnings from Self-Employment
January 21, 2026 | Louis Vlahos | Income Tax
Limited Partner Exclusion Last week, the federal Court of Appeals for the Fifth Circuit ruled that the U.S. Tax Court had misinterpreted the Code’s self-employment tax rules as they apply to individuals who hold limited partnership interests in a state law limited partnership notwithstanding that such individuals also render services…
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The Corporate Transparency Act: What Was Mostly Dead May Be Recovering?
January 13, 2026 | Louis Vlahos | Business
Near Death Experience Stick a fork in it. It’s kaput.[i] At least that’s what many of us thought; and, for all intents and purposes, it was. However, like a scene from a bad zombie movie,[ii] the corpse-like Corporate Transparency Act (the “CTA”) may have just been resuscitated, at least temporarily.[iii]…
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When a Buyer’s “Tax Cost” for an Acquisition Exceeds Expectations
January 07, 2026 | Louis Vlahos | Business
Tax Savings and Deal Economics It is a basic tax principle that the more (or the sooner) a seller pays in taxes on the sale of its business, the less will be the economic benefit the seller realizes from the sale. Similarly, the fewer the tax savings that the buyer…
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OBBBA and the Self-Imposed Tax Known as Charitable Giving
December 29, 2025 | Louis Vlahos | Business | Tax Exempt Organizations
The Nonprofit Sector According to a report released earlier this year by the Federal Reserve Bank of Richmond, nonprofit organizations contribute more than 5 percent of the nation’s GDP and account for almost 10 percent of “private sector” employment.[i] Those are impressive statistics and, understandably, may be interpreted as characteristic…
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