Single Member LLCs (SMLLCs) are hybrid entities that are an increasingly popular choice of entity but also as vehicles to effectuate business and real estate transactions. Created under state law, SMLLCs are “invisible” for federal income tax purposes. They benefit not only from limited liability and operational and contractual flexibility under state law but are also effective tools for tax planning purposes. As entities for operating businesses, they are less complicated than traditional LLCs. In mergers and acquisitions, they are tax-efficient platforms for stock and asset deals. In real estate, they help facilitate sales and Like-Kind Exchanges. But they come with their own internal logic and traps. This program will provide you with a practical guide to using SMLLCs in business, real estate, and tax planning, including the tradeoffs and risks in each context.
Day 1 – April 27, 2016:
· Planning with Single Member LLCs (SMLCCs) – business, tax, real estate, estate planning
· Forming a SMLLCs under state law
· Classification of SMLLCs for federal income tax purposes – what does “invisible” mean?
· Understanding the practical tax impact of “disregarded” status for tax purposes
· Advantages of using SMLCCs to accomplish tax-free or taxable mergers and acquisitions
· SMLLC ownership issue for husbands and wives and S Corps
Day 2 – April 28, 2016:
· Veil piercing and “reverse piercing” risks with SMLCCs
· Compensation techniques – phantom equity, options, and employment tax issues
· Use of SMLCCs in real estate transactions, including Like-Kind Exchanges
· Special charging order issues involving SMLCCs
· State tax and excise tax overview
Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.
Lee Lyman is a shareholder in the Atlanta office of Carlton Fields, where she has more than 20 years’ experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, her J.D. from Duke University School of Law.