Did You Know? Commonly Asked Tax Questions

Section 1202 of the Code provides special benefits to certain stock in C corporations that meet the requirements. The gain from the sale of 1202 stock (acquired after September 27, 2010) is excluded from a non-corporate owner’s taxable income up to the greater of $10 million or 10 times their tax basis in the stock. With the reduction in corporate income tax rates in 2017, conducting business through a C corporation that qualifies as a qualified small business has gained

Continue Reading Did you know if you transfer qualified small business stock ‘1202 stock’ to a partnership, the stock will lose its 1202 status?

Occasionally, parties to a transaction may determine after closing that they would have been better off not completing the transaction. This may result from a misunderstanding of the facts or the law, the failure of anticipated events to occur, or the occurrence of unanticipated events.

Under what has come to be known as the “rescission doctrine,“ parties to a completed transaction may be able to unwind that transaction and have it be disregarded for tax purposes. This principle was originally

Continue Reading Did you know you may be able to treat a transaction as never happening if you unwind it in the same tax year?

Self-employment tax (“SE Tax”) applies to “net earnings from self-employment” which includes a partner’s distributive share of income from a business conducted by a partnership.  However, an exception provides that the share of income of a “limited partner, as such” (other than guaranteed payments for services to the partnership) are excluded from the definition of self-employment earnings.


On November 28, 2022, in Soroban Capital Partners, L.P. v. Commissioner, the Tax Court considered whether the sole fact that a

Continue Reading Did you know a limited partner may be subject to self-employment tax on their share of partnership income if they actively participate in the business?

The numerous technical requirements for qualifying and maintaining status as an S corporation create many opportunities for loss of S corporation status.  In recognition of this, the law provides that taxpayers may get relief from accidental terminations of a corporation’s S election if the termination is “inadvertent,” the corporation takes action to correct the termination within a reasonable time after discovery, and consents to certain adjustments required by the IRS.

By contrast, if an S corporation files a statement of

Continue Reading Did you know you can rescind a revocation of S corporation status but only if the rescission is filed prior to the effective date of the revocation?

S corporations provide valuable tax advantages for businesses with simple capital structures. Unfortunately, they are subject to stringent requirements creating multiple opportunities for missteps and potential loss of S corporation status. Recently, in. Rev. Proc. 2022-19, the IRS provided methods for addressing some such missteps, without the need to incur the time and expense to seek a private letter ruling.

The IRS guidance identifies six potential problems (1), non-identical governing provisions; (2) principal purpose determinations relating to the single class

Continue Reading Did you know there are self-help and streamlined ways to fix defects in S Corporation status?

This is the case in California, and soon will be the case in Minnesota and New York.  For over six decades, businesses have avoided multistate income taxation relying on a federal law (P. L. 86–272) adopted in 1959.  P. L. 86–272 prohibits states from imposing income tax on income derived by an out-of-state business if the seller’s only business activity in that state is solicitation of orders for tangible personal property.  Orders must be sent outside the state for approval

Continue Reading Did you know that your business may be subject to income tax in a different state solely by virtue of interacting with customers via the Internet?

On August 25, 2023, employers, employees and ERISA attorneys all over the nation breathed a collective sigh of relief after the IRS announced that it would provide a two-year “administrative transition” period for employers and plan administrators to coordinate and prepare for the implementation of the new Roth catch-up contribution rules expressed in SECURE Act 2.0.

By way of background, for people age 50 and older, the IRS allows additional pre-tax deferrals to their 401(k) of an annual amount in

Continue Reading Did you know that the new Roth catch-up contribution rule created by the SECURE Act 2.0 has been delayed by two-years?

Often times when a partnership or LLC is selling a real estate investment, some partners may be ready to cash out, while others would like to defer the gain and reinvest in real estate.  If the partnership simply sells the property and uses part of the proceeds for a like- kind exchange under Section 1031 and distributes the remaining proceeds to the cash out partners, the gain on the sale that was not reinvested would be taxable to all of

Continue Reading Did you know you can use a ‘drop and swap’ when selling real estate so that some partners can defer gain and other partners can cash out?

As you are probably aware, the Federal tax code was amended in 2017 to limit the deduction that individuals can take for state and local taxes to $10,000.

As noted in prior installments of Did You Know, both Minnesota and Indiana have adopted laws that  enable owners to avoid that limitation by having their partnership or S corporation pay the income tax on the company’s income (rather than the owners pay it on their share of the income).  As a

Continue Reading Did you know 36 states have enacted PTE tax laws to enable owners of partnerships and s corporations to avoid the $10,000 annual limit on the deductibility of state taxes?

Taft summer associate Lauren Lambert contributed to this article.

A taxpayer who invests an amount of capital gains in a QOF generally defers recognizing the gain until the earlier of (i) the date on which he or she disposes of the QOF interest and (ii) December 31, 2026. The tax code provides investors who hold their interest for at least 7 years (or 5 years) prior to the recognition date with a basis bump that permits them to permanently exclude

Continue Reading Did you know you may never have to recognize some of the gain you previously deferred via investing in a Qualified Opportunity Fund (QOF)?