#partnerships
Partnerships
Partnership accounting, profit sharing, and financial management
Profits Interests, Explained: How LLCs Can Grant Equity Without Triggering a Tax Bill
A profits interest lets an LLC or partnership grant a service provider real equity with no tax at grant or vesting under Rev. Proc. 93-27 and 2001-43 — provided the distribution hurdle equals fair market value at grant, the interest is held two years, and the recipient accepts K-1 partner status. Here is how the safe harbor works, how the hurdle math is set, and the six mistakes that break the tax-free treatment.
Maine's 2% Millionaire Surtax and the New PTET Election: What Business Owners Owe in 2026
Maine's 2% surtax on taxable income above $1 million ($1.5 million joint) took effect January 1, 2026, alongside a new pass-through entity tax election at 7.15% with a 90% refundable owner credit. Here's who owes the surtax, how the PTET election interacts with it, and why the two must be modeled together.
Community Property Trusts: How Business Owners in Any State Can Get a Full Basis Step-Up
Alaska, Tennessee, Kentucky, Florida, and South Dakota let married couples in any state opt into community property treatment through a trust, so the entire asset — not just half — gets an IRC Section 1014(b)(6) basis step-up at the first spouse's death. What business owners should know about Section 754 elections, the one-year gift trap under Section 1014(e), and the unresolved IRS guidance.
Connecticut's New R&D Tax Credit for LLCs and S Corps: What Public Act 26-68 Means for Small Businesses
Connecticut's Public Act 26-68, signed May 26, 2026, gives pass-through entities — LLCs, S corps, and partnerships with gross income under $70 million — a 6% R&D tax credit for the first time, refundable at 65% (90% for biotech), capped at $1.5 million per business and $25 million statewide, and claimed through a DECD voucher within 90 days of year-end.
Delaware Just Raised Its LLC Annual Tax From $300 to $400 — Here's What Every Out-of-State Entity Owes
Delaware HB 400, signed May 21, 2026, raises the flat annual tax on LLCs, LPs, and GPs from $300 to $400 and the registered-series tax from $75 to $100 — retroactive to January 1, 2026. Here's who owes it, when it's due, and how to budget for it.
USDA's 2026 Farm Payment Rule: Entity-Level AGI Testing Ends for LLC and S-Corp Farms
USDA's final rule effective June 2, 2026 ends entity-level AGI testing for LLCs, S corporations, partnerships, and joint ventures — AGI is now tested per owner against the $900,000 limit, payment limits stack by actively engaged member, and paid labor counts toward eligibility. Entity certifications are due to FSA by September 15, 2026.
How Should States Tax Partnership Income? Inside the MTC's Blended Apportionment Proposal
The Multistate Tax Commission's January 2026 white paper proposes a "blended" apportionment method that folds a partnership's sales, property, and payroll factors into each partner's own state tax calculation. Because states currently split between aggregate and entity sourcing theories, the same partnership dollar can be taxed twice — or not at all. Here's what multistate partnerships and multi-member LLCs should track now.
When a Deficit Restoration Obligation Isn't One: What CCA 202628009 Means for Partnership Loss and Liability Allocations
IRS Chief Counsel Advice CCA 202628009 (July 10, 2026) held that a demand-based deficit restoration obligation enforceable only by withholding future distributions is not unconditional, failing both the §1.704-1(b) economic-effect safe harbor and the §1.752-2(b) recourse-liability test — a fact pattern common in family LP boilerplate that can reallocate recourse debt and suspend previously deducted losses.
Estate of Fields: Why a Deathbed Family Limited Partnership Failed the Section 2036 Test
In June 2026 the Fifth Circuit affirmed that an FLP formed one month before Anne Fields's death failed IRC Section 2036's bona fide sale exception, pulling $17 million back into her taxable estate, erasing a 36.25% valuation discount, and adding a 20% penalty — a blueprint of what sinks last-minute succession plans.
Georgia Cut Its Income Tax to 4.99% — But HB 463 Left the PTET Rate at 5.75%
Georgia's HB 463 cuts the flat income tax rate from 5.19% to 4.99% for tax years starting January 1, 2026, with conditional annual cuts toward 3.99% — but the pass-through entity tax (PTET) rate stays at 5.75%, so S-corp and partnership owners who made the election should rerun the math against their SALT cap savings.
Jones Bluff v. Commissioner: Why LLC Members Get No Seat at the Table in a BBA Partnership Audit
In Jones Bluff, LLC v. Commissioner (166 T.C. No. 6, March 2026), the Tax Court dismissed a Fifth Amendment due-process challenge to the BBA centralized partnership audit regime on standing and ripeness grounds — confirming that individual partners get no notice or hearing rights during an entity-level audit. Here's how the regime works, who qualifies for the small-partnership election-out, and what LLC members should fix in their operating agreements before an audit starts.
Jones Bluff v. Commissioner: What the BBA Partnership Audit Ruling Means for Your Multi-Member LLC
In Jones Bluff, LLC v. Commissioner (166 T.C. No. 6, March 2026), the U.S. Tax Court rejected a due process challenge to the BBA centralized partnership audit regime, ruling partnerships lack standing to assert individual partners' rights. Here's what multi-member LLCs should do — from vetting the partnership representative to the 45-day push-out election and electing out of BBA.