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Providing sophisticated legal solutions 
to address your corporate and tax 
business needs

Tax & Benefits Blog

FinCEN Compliance with Corporate Transparency Act of 2020

Posted on August 11, 2021 at 11:40 AM

Introduction. On January 1, 2021, the Corporate Transparency Act of 2020 (“CTA”) was enacted into law as part of H.R. 6395, the National Defense Authorization Act, 2021 (“NDAA”). The CTA added Section 5336 to the Bank Secrecy Act, 31 U.S.C. sections 5311 et seq., originally enacted in 1970 (“BSA”). On April 5, 2021, the United States Department of Treasury (“Treasury”) and Financial Crimes Enforcement ...

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U.S.-Swiss Tax Treaty Benefits for Dividend Payments to IRAs Under the 2021 CAA

Posted on July 29, 2021 at 5:40 PM

Introduction. On June 7, 2021, the IRS published in Announcement 2021-11, 2021-23 I.R.B. 1196 the new Competent Authority Arrangement (“CAA”) of May 6, 2021, by and between the competent authorities of the United States and Switzerland (“Authorities”) regarding pension or other retirement benefits that may be eligible for tax relief under paragraph 3 of Article 10 (Dividends) of the U.S. – Switzerland bilateral tax treaty (“Treaty&#...
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Compliance Items for Foreign Investors Under the Corporate Transparency Act of 2020

Posted on January 6, 2021 at 4:20 PM

Introduction. On January 1, 2021, the United States Senate passed H.R. 6395, the National Defense Authorization Act, 2021 (“NDAA”) over the Presidential veto. The NDAA is slated to be enacted. Division F of the NDAA incorporates the Corporate Transparency Act of 2020 (“CTA”). An earlier version of the CTA, H.R. 2513, was passed by the House of Representatives in 2019. The CTA substantially revised and expanded H.R. 2513. The CTA ad...

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Excluding High-Taxed Foreign Income Under Final GILTI HTE Regulations and Proposed Section 954(b)(4) Regulations

Posted on August 24, 2020 at 4:05 PM


On July 20, 2020, Treasury and the IRS issued proposed regulations (“Proposed Regulations”) under section (“Section”) 954(b)(4) of the Internal Revenue Code of 1986, as amended (“Code”) conforming the rules for electing into a high-tax exception (“HTE”) for “subpart F” income and a high-tax exclusion from global intangible low-taxed income (“GILTI”) (“GILTI HTE”). As part ...

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SBA Clarifies Inclusion of Foreign Affiliates in Employee Limit for PPP Loan Eligibility

Posted on May 19, 2020 at 1:45 AM

Employees of foreign affiliate of a small business based in the United States count toward the 500-employee limit under SBA guidance issued on May 18, 2020 (SBA-2020-0030) for loan eligibility under the Paycheck Protection Program (“PPP”), economic assistance for employers affected by COVID-19, authorized in section 1102 of the CARES Act, Pub. L. No. 116-136. SBA published on its website an overview on April 3, 2020, which provided criteria for determining affiliates of an employ...

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LLCs As Private Equity Fund Acquisition Vehicles for Portfolio Companies With Multiemployer Pension Plan Liabilities

Posted on December 31, 2019 at 6:15 PM

On November 22, 2019, the First Circuit Court of Appeals decided Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, 943 F.3d 49 (1st Cir. 2019) ("Sun Capital").  The decision has implications for structuring investments of private equity funds in distressed or underperforming companies with outstanding multiemployer plan ("MEP") pension liabilities under the Employee Retirement Income Security Act of 1974, as a...
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Journal of Corporate Taxation Article, "Reporting Transfers of Partnership Interests Subject to Section 1446(f)"

Posted on November 19, 2019 at 1:45 PM

The Firm's article, "Reporting Transfers of Partnership Interests Subject to Section 1446(f)", is slated for publication in the March/April 2020 issue of the Journal of Corporate Taxation. The article provides an extensive analysis of reporting, notice and record-keeping requirements and associated penalties under the United States Internal Revenue Code of 1986, as amended (the "Code"), applcable to sales or redemptions of partnership interests owned directly or indirectly ...
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H.R. 2513, Corporate Transparency Act of 2019 Would Require Beneficial Ownership Disclosure for Corporations and LLCs

Posted on October 29, 2019 at 5:50 PM

Introduction. On October 22, 2019, the United States House of Representatives passed H.R. 2513, titled, Corporate Transparency Act of 2019 (the “Act”). The Act, a bi-partisan-sponsored bill, would require certain legal entities to disclose the beneficial owner upon formation under the laws of a U.S. State or Indian Tribe.


Legislative Intent. The Act is intended to prevent domestic and cross-border illicit activities by precluding concealment of ...

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Coordination With FIRPTA on Sale of Partnership Interests Under Proposed Section 1446(f) Regulations

Posted on October 4, 2019 at 5:20 PM

Treasury and the IRS published proposed regulations, 84 Fed. Reg. 21,198 (May 13, 2019) (the “Proposed Regulations”) for withholding of tax on gain from sales or exchanges of certain partnership interests held by foreign individuals or corporations under section 1446(f) (“Section 1446(f)”) of the Internal Revenue Code of 1986, as amended (“Code”). The Proposed Regulations raise compliance issues in coordinating the new Sect...

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IRS Form 5472 Requirements for Disregarded LLCs Wholly Owned by Foreign Exempts

Posted on April 4, 2017 at 8:05 AM

Background: Foreign, Domesticated SMLLCs. Foreign charitable organizations and pension funds (hereafter, “exempts” due to their tax-exempt status under home country, and in some cases, U.S. tax laws) may use separate legal entities as subsidiaries to hold institutional funds or plan assets in foreign and domestic jurisdictions.

Organizational Structure of SMLLCs. These subsidiaries may be organized as single-member limited liability companies (&#...

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