The goal of certainty of result for the tax status of an LLC is an important obligation of the Company’s lawyer and CPA, and an inherent trap to the uninformed. The tax status of an LLC can inadvertently become taxed as a Subchapter C Corporation rather than as a partnership if the formation documents are not correctly drafted. This is opposed to the Form 8832 Entity Election and Form 2553 Subchapter S Election or the remedial discretion of the IRS set forth in Revenue Procedure 2013-30.
The specific characteristics of the LLC determine its classification as a partnership or as an association taxable as a corporation and avoid being subject to corporate income taxes.
These are four (4) of the key features that distinguish a corporation for federal tax purposes: 1. Continuity of life, 2. Centralized management, 3. Free transferability of interests, 4. Liability for corporate debts limited to corporate property.
Jeffrey M. Grieff is Of Counsel at Miller Nash Graham & Dunn LLP in Seattle, Washington. His practice emphasizes all aspects of representing individuals, professionals, and closely held companies in the selection, formation and governance of closely held entities, operating matters and transactional matters. Mr. Grieff conducts regular seminars and workshops on the selection, formation, governance and operation of limited liability companies, corporations, and non-profit/exempt organizations. He wrote several publications and presentations related to the entity formation of corporations (S and C types), professional service corporations, limited liability companies, professional limited liability companies, general partnerships, limited liability partnerships, nonprofit corporations, and exempt organizations.
Agenda
Faculty
Jeffrey M. Grieff
Miller Nash Graham & Dunn LLP
- Shareholder in Jeffrey M. Grieff, P.S., and Counsel to the law firm Miller Nash Graham & Dunn LLP in Seattle, Washington
- Practice is focused on representing individuals, professionals, closely held companies, nonprofit entities in formation, governance, compliance and general business matters
- Specifically, he advises clients on entity formation of corporations (“S” & “C” types) professional service corporations, limited liability companies, professional limited liability companies, general partnerships, limited liability partnerships, nonprofit corporations and nonprofit limited liability companies, the Application for Recognition of Exemption (Forms 1023 and 1024), and IRC Section 501(c) Exempt Organizations compliance
- Also works closely with clients on operating and governance issues including state and federal compliance with rules, administrative codes, regulation and interpretation issues
- Has extensive experience and expertise representing medical and legal professionals, and frequently counsels clients on specific issues that occur in professional organizations
- Volunteers with the Washington State Bar Association’s Law Office Management Assistance Program (LOMAP), counseling lawyers on selecting and forming the proper entity for lawyers and law firms, as well as explaining the tax ramifications of the entity choice
- Member of the Washington State Bar Association (Business Law Section and Real Property, Probate and Trust Section) and the American Bar Association (Business Law Section and Real Property, Trust and Estate Law Section); also a member of the Society of Trust and Estate Practitioners
- Has been a presenter in numerous programs for lawyers and CPAs
- J.D. degree, University of Puget Sound; B.A. degree in business, University of Washington
- Detailed biographical information can be viewed at www.millernash.com
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