A Corporation’s Loss of Capacity and the Tax Court’s Jurisdiction
March 25, 2026 | Louis Vlahos | Business
The Struggling Business When things start to go badly in a business, its owners may feel compelled to take certain extraordinary, and usually ill-conceived, measures “to keep the doors open and the lights on.” For instance, when faced with a reduction in positive cashflow,[i] the owner may decide to forgo…
Read More
Unforeseen Tax Consequences Arising From an Elective Change in Entity Classification
March 17, 2026 | Louis Vlahos | Business
The Tax Court has previously held that a partner who contributes his own note to a partnership in exchange for a partnership interest takes no basis in the interest and their capital account is not credited for the value of the contribution.  In the case discussed below, an entity that…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
“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…
Read More
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]…
Read More
Looking for an older article? Click here