Changes in Tax Rules for Partnerships and some LLCs

The final regulations were recently published by the Internal Revenue Service that effects businesses taxed as partnerships with less than 100 partners.  The classification of partnerships would include General Partnerships, Limited Partnerships, Family Partnerships, and Limited Liability Companies (LLCs) (taxed as a partnership).  After talking to several of our legal and tax experts, such as Richard Shanks, JD/CPA, given the significance of the change in the rules, we are providing this notice to you to make you aware of the changes so that you can make the appropriate amendments to your partnership agreements. These rule changes may require you to amend your existing partnership and LLC documents.  For those of you that are clients of Richard Shanks, you may have already received notification, for all others, please call us or contact your legal and tax counsel.

Background

The Bipartisan Budget of Act of 2015 replaces existing rules effective January 1, 2018.  This new law will dramatically change how tax changes are applied and paid for when these entities are audited by the IRS.   We recently heard and reviewed the final regulations were issued by the IRS this year in August.  Without making changes to your documents, as discussed below, the entity itself may be subject to tax charges at the highest tax brackets rather than the additional tax being paid by the underlying partners.

What is the change?

Under the old rules, if a partnership was selected for an audit by the IRS, any adjustments resulting from the audit were passed through to each individual partner who would then be responsible for any additional taxes due at their respective tax brackets.

Starting in 2018, the new rules apply. Unlike the prior rules, going forward, all audit adjustments from the IRS are taxed to the PARTNERSHIP, not the partners, at the HIGHEST income tax rate for any partner in the partnership.

Furthermore, the IRS rules have changed the title of the person in charge of dealing with tax issues from the “tax matters partner” to the “taxpayer representative.”  This is the person granted authority by the partnership to address the IRS on all tax matters of the partnership on behalf of all partners.

Why are the changes important to me?

The changes inherently create a problem by no longer passing on the IRS adjustments to the individual partners.  Instead, the partnership itself bares the obligation to pay the taxes which are likely higher than if the adjustments had been passed on.  This could also cause problems with prior tax benefits such as carryforwards or other offsetting deductions.

What can I do to fix the issue?

The good news is that the fix should be relatively simple and not very expensive.  We highly recommend that you act now.  We recommend visiting with your attorney to update or amend the the partnership or LLC agreement to address the issues created by the new rules.  There are certain strategies that can be adopted to minimize the overall tax burden for all current and former partners.  If you don’t have an attorney, we’d be happy to help you find one from our recommended attorney’s list.

 

 

---

---

Important Disclosure

Please remember that past performance may not be indicative of future results.  Different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment, investment strategy, or product (including the investments and/or investment strategies recommended or undertaken by Avidian Wealth Solutions (“STA”), or any non-investment related content, made reference to directly or indirectly in this article / newsletter will be profitable, equal any corresponding indicated historical performance level(s), be suitable for your portfolio or individual situation, or prove successful.  Due to various factors, including changing market conditions and/or applicable laws, the content may no longer be reflective of current opinions or positions. Moreover, you should not assume that any discussion or information contained in this article / newsletter serves as the receipt of, or as a substitute for, personalized investment advice from STA.  To the extent that a reader has any questions regarding the applicability of any specific issue discussed above to his/her individual situation, he/she is encouraged to consult with the professional advisor of his/her choosing.  STA is neither a law firm nor a certified public accounting firm and no portion of the article / newsletter content should be construed as legal or accounting advice.  A copy of the STA’s current written disclosure Brochure discussing our advisory services and fees is available upon request. Please Note: If you are a STA client, please remember to contact STA, in writing, if there are any changes in your personal/financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services, or if you would like to impose, add, or to modify any reasonable restrictions to our investment advisory services. STA shall continue to rely on the accuracy of information that you have provided.

 

---

Please read important disclosures here