Entries by Manager

S Corporations: Excessive Passive Income Penalty and Built-in Gains Tax

Corporations that make valid election to be taxed under Subchapter S (“S corporation”) are treated as pass-through entities.  This means that the S corporation’s gains, losses, income and expenses are passed onto shareholders who will pay the applicable federal income taxes; the S corporation itself does not pay any taxes (as opposed to a regular […]

Alternative Minimum Tax for 2010 and 2011

The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (the “Act”) was singed into law on December 17, 2010.  One of the most important tax provisions in the Act deals with the alternative minimum (“AMT”) tax patch. Under the Act, the AMT exemption amounts for the tax year 2010 will be $72,450 […]

Minnesota LLC Formation V: Member Control Agreement

Member Control Agreement can be the most important governance document in the process of the LLC Formation because it may provide the LLC members with maximum governance flexibility, including overruling some provisions of the Minnesota Limited Liability Company Act. In fact, a Member Control Agreement may completely reorganize the governance structure of an LLC away […]