Taxation of Business Entities II: Pass-Through Entities

In this module, we will examine the concepts of pass-through entities with an introduction to other pass-through business models. We will analyze limited liability companies (LLC), limited liability partnerships (LLP), family partnerships, and Subchapter S corporations (S corp). We will discuss the unincorporated nature of the LLC, which offers both the limited liability of a corporation and the tax implications of a partnership. Next, we will discuss LLP and family partnership. We will also explore the increased limitation to liability and eligibility requirements necessary. Finally, we will analyze the qualifications and procedures for a corporation to elect S corporation status.

In this module, we will further examine the specifications of electing S corporation status. We will explore income measurement and allocation methods followed in passing through the earnings to the shareholders; including the differentiation between ordinary items and separately stated items. Next, we will discuss the calculation of the shareholder’s basis in the S corporation and how it is adjusted in accordance with company earnings. We will also explore loss limitations with respect to the shareholder’s tax basis and at-risk basis. Accordingly, you will be introduced to the implications of distributions from the company to the shareholder with special tax consequences. Finally, we will discuss the exceptions that subject the pass-through to entity level tax.

In this module, you will examine the ethical guidelines that encompass the professional tax practice. It will begin with a discussion of the mission and authority of the Internal Revenue Service (IRS), the enforcement agency overseeing the professional tax industry. Next, we will highlight the various penalties that can be assessed at the taxpayer level, both civil and criminal. Finally, you will be introduced to the ethical standards imposed upon tax advisors: Circular 230 and AICPA standards.

In this module, you will apply the concepts learned from previous lessons on corporate and pass-through entities to designed scenarios. You will analyze organizational form dilemma and four organizational form choices. The module will conclude with a summary and recommendation.