Federal Income Taxation of S Corporations Chapter 1: History and Future of Subchapter S Chapter 2: Uses of S Corporations Chapter 3: Eligibility to Elect Under Subchapter S Chapter 4: Mechanics of S Corporation Election Chapter 5: Termination of Subchapter S Status Chapter 6: Organization, Capitalization, and Shareholders' Agreements Chapter 7: Taxation of Income, Losses, Deductions, and Credits Chapter 8: Distributions Chapter 9: Basis of Stock & Debt Chapter 10: S Corps in Partnerships and Limited Liability Companies Chapter 11: Compensation Chapter 12: Corporate Reorganizations and Divisions Chapter 13: Liquidations, Redemptions, Sales, and Purchases Chapter 14: Financially Distressed S Corporations and Shareholders Chapter 15: Death of a Shareholder or Trust Beneficiary Chapter 16: Procedural Matters Chapter 17: Tax Pitfalls Appendix A. Checklists and Forms Appendix B. The Legislative History of Subchapter S Federal Taxation of Partnerships & Partners Chapter 1: An Overview of Subchapter K Chapter 2: Selection of the Form of Business Organization Chapter 3: Defining Partnerships and Partners for Tax Purposes Chapter 4: Receipt of a Partnership Interest in Exchange for a Contribution of Property Chapter 5: Transfer of a Partnership Interest in Exchange for Services Chapter 6: Determining the Basis of a Partner's Partnership Interest Chapter 7: Basis Consequences of Partnership Liabilities Chapter 8: Determining a Partner's Share of Partnership Liabilities for Basis Purposes Chapter 9: Tax Accounting for Partnership Operations Chapter 10: Determining the Partners' Distributive Shares Chapter 11: Distributive Share Allocations in Connection With Shifts in the Partners' Interests Chapter 12: Termination of a Partnership Chapter 13: Transactions Between Partnerships and Partners Chapter 14: Family Partnerships Chapter 15: Sales, Exchanges, and Other Transfers of Partnership Interests Chapter 16: Transfers of Interests in Collapsible Partnerships Chapter 17: Incorporation of a Partnership Chapter 18: Bailing Out of Tax-Shelter Partnerships Chapter 19: Distributions That Do Not Alter the Partners' Interests in Section 751 Property Chapter 20: Post-Distribution Consequences to the Distributee Chapter 21: Distributions That Alter the Partners' Interests in Section 751 Property Chapter 22: Payments in Liquidation of the Interest of a Retired or Deceased Partner Chapter 23: Special Problems Relating to the Death of a Partner Chapter 24: Optional Adjustments to the Basis of Partnership Assets in Connection With Transfers of Partnership Interests Chapter 25: Optional Adjustments to the Basis of Partnership Assets in Connection With Distributions of Partnership Assets Chapter 26: Special Basis Adjustments in Connection With Distributions to Transferee-Partners: Section 732(d) Limited Liability Companies: Tax & Business Law Chapter 1: Introduction Chapter 2: Tax Classification Chapter 3: Choice of Entity: Tax and Nontax Comparison Chapter 4: Entity Comparison: Limited Liability Company Versus S Corporation Chapter 5: Mechanics of Creating the Entity Chapter 6: The Members' Liability Shield Chapter 7: Governance: Management Structure and the Power to Bind the Entity Chapter 8: Exit Rights of Members (Entity Continues) Chapter 9: Entity Dissolution Chapter 10: Fiduciary Duty Chapter 11: Are LLC Membership Interests "Securities"? Chapter 12: Conversions of Existing Operations: Limited Liability Companies and Other Business Entities Chapter 13: Uniform Limited Liability Company Act Chapter 14: Delaware Limited Liability Company Act Chapter 15: Limited Liability Partnerships and Limited Liability Limited Partnerships Chapter 16: Publicly Traded LLCs Appendix A. Constitutive Documents Appendix B. Limited Liability Partnership Acts Appendix C. The Delaware Limited Liability Company Act [New] Partnership Taxation Chapter 1: General Concepts of Partnership Taxation Chapter 2: The Family Partnership Chapter 3: Limited Partnerships/Limited Liability Companies Chapter 4: Forming the Partnership: Expenses of Formation; Contributions of Property; Contributions of Services Chapter 5: Partner's Basis for Partnership Interest Chapter 6: Partnership Liabilities Chapter 7: At Risk Limitation on Deduction of Partnership Loss Chapter 8: Passive Activity Losses Chapter 9: Operating the Partnership Chapter 10: Partner's Distributive Shares: Special and Retroactive Allocations Chapter 11: Transactions Between Partners and Partnerships or Between Commonly Controlled Partnerships Chapter 12: Sale, Exchange, or Other Disposition of Partnership Interest Chapter 13: Distribution of Partnership Property Not Involving Changes in Proportionate Interests in "Hot Assets" Chapter 14: Distributions of Partnership Property That Change Proportionate Interests in Partnership "Hot Assets" Chapter 15: Section 736 Payments to Retiring Partner or to Successor of Deceased Partner Chapter 16: Termination of a Partnership Chapter 17: Death of a Partner Chapter 18: The Professional Partnership Chapter 19: Tax Shelters Chapter 20: Partnership Level Audit Chapter 21: International Partnerships Chapter 22: Preparing Partnership Agreements Subchapter S Taxation Chapter 1: Subchapter S Corporation and Nonelecting Corporation Chapter 2: Subchapter S Corporation Compared to Partnership Chapter 3: Subchapter S Corporation Compared to Limited Liability Company Chapter 4: Applicability or Desirability of Subchapter S Election in Special Situations Chapter 5: Effect of Election on Particular Deductions and Credits Chapter 6: Some Pitfalls of Subchapter S Election Chapter 7: Number of Shareholders Chapter 8: Types of Shareholders Chapter 9: One Class of Stock Chapter 10: Other Requirements Chapter 11: Sources of Income Chapter 12: Timing of Election Chapter 13: Manner of Making Election Chapter 14: Shareholder Consents Chapter 15: Effect of Election on Corporation Chapter 16: Taxation of Shareholders: Passthrough of Income, Deductions, Losses and Credit Chapter 17: Taxation of Shareholders--Capital Gains and Losses Chapter 18: Losses and Deductions Chapter 19: Basis of Stock and Indebtedness Owing to Shareholders Chapter 20: Shifting of Income Among Family Members Chapter 21: Corporate Returns and Tax Years Chapter 22: Distributions: Corporations Without Accumulated Earnings and Profits Chapter 23: Distributions: Corporations with Accumulated Earnings and Profits Chapter 24: Money Distributions and Undistributed Taxable Income Chapter 25: Prior Law--Distributions of Previously Taxed Income Chapter 26: Nonmonetary Distributions Chapter 27: Summary: Source and Effect of Distributions Chapter 28: Taxable Sales and Liquidations Chapter 29: Reorganizations Chapter 30: Death of Shareholder Chapter 31: Involuntary Termination Chapter 32: Voluntary Termination Chapter 33: Shareholders' Agreements Chapter 34: Other Considerations Chapter 35: Internal Revenue Service Publication 589 |