Partnerships, LLCs, LLPs and S Corporations

    Wood LLP is recognized for our experience with partnerships, limited liability companies and other flow-through vehicles. Not only are we recognized for having extraordinary breadth of knowledge (Robert W. Wood has authored leading books on S corporations, limited liability companies, limited liability partnerships, etc.) but we also have unusually broad experience in establishing, documenting, modifying, combining and dissolving such business entities.

    Part of nearly every tax practitioner's work involves structuring investment and business entities, including the appropriateness of C corporations, S corporations, general and limited partnerships, LLCs, and LLPs. Advice about particular states and foreign jurisdictions is part of our work in this area. 

    Today, with the advent of the so-called Check-the-Box tax regulations, LLCs have become especially popular. LLCs generally offer their members the same limited liability protection as corporations, but with the flow-through taxation of partnerships. Robert Wood is a recognized expert in the formation, structuring and taxation of LLCs. He is the editor of Limited Liability Companies: Formation, Operation and Conversion, Third Edition (Aspen Law & Business © 2010 with 2015 cumulative supplement).

    Robert Wood is also the editor of Limited Liability Partnerships: Formation, Operation and Taxation (Aspen Law & Business © 1997 with 2005 supplement). Finally, he is the author of S Corporations (WG&L © 1990, 1997).

    The tax rules which apply to LLCs, LLPs, partnerships and S corporations are notoriously complex. We have extensive experience dealing with the tax matters particular to all types of flow-through entities. We have long provided sophisticated advice to a variety of private equity funds, venture capital funds, real estate partnerships, professional service entities, and other flow-through businesses taxed as partnerships. 

    We frequently counsel partners and partnerships on the tax consequences of organizing, operating, and terminating. Our extensive experience in this highly complex and specialized area of the tax law allows us to emphasize to our clients alternative structures that will achieve a more tax-favored result, while still attaining their business or personal objectives. 

    Representations include:

    • Represented Amoeba Music, Inc. in an online music venture and restructuring.

    • Advised the major shareholders and founder of an S corporation in the aftermath of its sale of television station assets.

    • Advised U.S. real estate investors on a flow-through structure and buy-out/redemption offer.

    • Advised a Brazilian and Mexican business consortium on structuring a transfer and investment vehicle for proceeds from European and U.S. transactions.

    • Represented numerous new businesses in choice of entity discussions.

    • Advised family entities on divisions of assets, restructuring, etc.

    • Structured a series of family partnerships and family LLCs, including periodic transfers of interests to second and third generations.

    • Liquidated or moved the situs (e.g., California, Nevada or outside the U.S.) of various flow-through entities.

    • Formed and advised numerous single purpose LLCs, both for U.S. and foreign operations, and created joint ventures of such entities to serve tax goals, liability protection, governance controls, to facilitate future financing, and to address both U.S. tax concerns, state tax liabilities, and foreign tax planning.

    • Advised closely-held businesses in the food and beverage industry.


    References available on request.