#partnerships
Partnerships
Partnership accounting, profit sharing, and financial management
Section 1446(f) Withholding: A Buyer's Guide to the 10% Trap on Foreign Partner Sales of Partnership Interests
Section 1446(f) requires buyers of partnership interests to withhold 10% of the amount realized when a foreign partner sells and remit it to the IRS within 20 days on Form 8288. This guide walks through the six exceptions, the certifications that must be in hand before closing, and the bookkeeping records that defend the position under audit.
Section 163(j) Interest Expense Limitation: 30% ATI, the Small Business Exemption, and the Real Property Trade Election
Section 163(j) caps the business interest deduction at 30% of adjusted taxable income, and OBBBA restored the EBITDA-style add-back for tax years beginning after December 31, 2024. This guide walks through the calculation, the small business exemption under Section 448(c), the irrevocable real property trade or business election, the partnership EBIE basis trap, and the Form 8990 reporting choreography.
Section 195 and Section 248: The First $5,000 Every Founder Can Deduct
Section 195 and Section 248 let founders deduct the first $5,000 of startup costs and the first $5,000 of organizational costs in year one, with the remainder amortized over 180 months. A guide to the $50,000 phase-out, the deemed election, and the mistakes that forfeit the deduction for LLCs, partnerships, and corporations.
The NYC Tax Most Freelancers Don't Know Exists Until They Owe It
New York City's 4 percent Unincorporated Business Tax applies to freelancers, consultants, and partnerships with NYC gross receipts above $95,000. A full credit eliminates the tax at $95,000 or less of taxable income, while an S-corp election can move higher earners out of the regime entirely.
Soroban v. Commissioner: How 'Limited Partner' Stopped Meaning Limited Partner for SE Tax
The Tax Court's 2025 Soroban v. Commissioner ruling applied a functional test to Section 1402(a)(13), reclassifying tens of millions in distributive share as self-employment income for working partners in hedge funds, private equity, and professional service LPs.
Form 8308 and Section 751 Hot Assets: How a Partnership Sale Turns Capital Gain Into Ordinary Income
When a partner sells an LLC or partnership interest, Section 751 can recharacterize a large share of the gain as ordinary income taxed up to 37 percent. Form 8308 is the partnership's required disclosure of that hot-asset gain on Form 1065, with a January 31 furnishing leg and a return-due-date filing leg in 2026.
Form 8308 and Section 751 Hot Assets: Why Selling Your Partnership Interest Often Costs More Than You Think
Selling a partnership interest can convert expected capital gain into ordinary income under Section 751, raising the federal tax bill on the recharacterized slice from 23.8 percent to 37 percent. This guide explains Form 8308, hot-asset categories, the January 31 partner statement deadline, and what sellers, buyers, and partnership administrators need to do for 2025 and 2026 transfers.
Form 8825 Demystified: How Partnerships and S-Corps Report Rental Real Estate Without Triggering an IRS Letter
Form 8825 consolidates partnership and S-corp rental real estate activity, with line 21 flowing to Schedule K-1 box 2 where each owner applies the passive activity loss rules under Section 469. The December 2025 revision splits gross rents from other rental income and adds Schedule A's twenty named expense categories for Schedule M-3 filers. Owners hit basis, at-risk, and passive walls in that order before a loss reaches Form 1040.
Form 8865 Foreign Partnership Reporting: The Four Categories of Filers, the $10,000 Penalty, and How U.S. Persons Stay Off the IRS Radar
Form 8865 is the U.S. information return for foreign partnership interests, with $10,000 per-partnership per-year penalties for non-filing. This guide breaks down the four filer categories under Sections 6038, 6038B, and 6046A, the constructive ownership rules that catch most surprise penalties, and the schedules each category must include.
Form 8865 Foreign Partnership Reporting: The Four Categories of Filers, $10,000 Penalty Trap, and How U.S. Persons Stay Compliant in 2026
Form 8865 makes U.S. persons report controlled foreign partnerships, property contributions, and 10-percentage-point interest changes. Missing it triggers $10,000 per partnership per year, plus a 10% foreign tax credit haircut and stacking 30-day penalties up to $50,000.
Schedules K-2 and K-3 in 2026: The Domestic Filing Exception, the 1-Month Deadline, and the Foreign Tax Credit Trap
Schedules K-2 and K-3 pulled even purely domestic partnerships and S-corps into international tax reporting starting in 2021. This guide explains the 2026 filing rules, the four-condition domestic filing exception, the January 15 partner notification and February 15 1-month K-3 request deadlines for calendar-year filers, the $250,000 small entity carve-out added in 2024, and the per-partner, per-month penalty math for non-compliance.
Section 199A QBI Aggregation Election Under Reg 1.199A-4: How Pass-Through Owners Combine Commonly Controlled Trades or Businesses to Beat the W-2 Wage and UBIA Limits
The Section 199A aggregation election under Reg 1.199A-4 lets pass-through owners combine commonly controlled trades or businesses before applying the W-2 wage and UBIA of qualified property limitation. This guide walks through the five eligibility tests, the Form 8995-A Schedule B disclosure, the irrevocable consistency rule, and when pooling QBI across an operating-and-leasing or multi-entity structure actually unlocks more deduction.