Skip to main content

#llc

LLC

LLC formation, taxation, and accounting best practices explained

Section 1402(a)(13) After Soroban: The Limited Partner SE Tax Exemption in 2026

Since the Tax Court's 2023 Soroban decision, a state-law limited partner label no longer shields distributive share from 15.3% self-employment tax. This guide walks through the functional test under Section 1402(a)(13), the Renkemeyer line of cases, the 2024 proposed regulations, and the planning moves that still hold up for fund managers, LLC members, and operating partners in 2026.

F-Reorganization Under Section 368(a)(1)(F): The Pre-Closing Restructuring PE Buyers Use to Buy S Corporations

A practical walkthrough of the Section 368(a)(1)(F) reorganization — the six regulatory requirements, the six-step Rev. Rul. 2008-18 choreography, why PE buyers prefer it to a 338(h)(10) election, and how it preserves the operating EIN while giving the buyer asset-basis step-up and the seller tax-deferred rollover equity.