Are You “Active” in Your Partnership or LLC To Save Taxes?

The Patient Protection and Affordable Care Act (PPACA) and the American Taxpayer Relief Act of 2012 (ATRA) increased the Medicare tax on earned income and introduced a new tax on the net investment income (NII) of hi-income individuals. The 3.8% tax applies to the extent an individual’s compensation or self-employment income exceeds the specified threshold amounts ($250,000 for married individuals filing jointly and $200,000 for single individuals).

Last month, I discussed the choices between C corporations versus S corporations and material participation by shareholders to avoid the 3.8% tax. This month, I will discuss the NII as it applies to partnerships and limited liability companies. Portions of this article are from Edward G. Ptaszek, Jr.’s and Dana Rountree Andrassy’s recent discussion on this subject.

Trade or business income is included in NII if the business activity is a passive activity with respect to the taxpayer under IRC 469 or involves trading in financial instruments or commodities. For the first time since 2003, corporate and individual rates have flip-flopped, and the maximum income tax rate applicable to individuals is now significantly higher than the rate applicable to corporations. The top individual income tax rate for 2013 is 39.6% for ordinary income and 20% for long-term capital gains and qualified dividends. The top corporate income tax rate for 2013 remains at 35% however, for both ordinary income and capital gains.

The treatment of an owner of a partnership interest, including interests in an LLC taxed as a partnership, depends on whether the business is passive with respect to the owner for purposes of the NII tax rules, and whether the owner is treated as a “limited partner” for purposes of the self-employment tax rules.

An individual partner’s NII includes the partner’s share of flow-through income from a partnership only to the extent the income is derived from a partnership activity that is a passive activity with respect to the partner (or from trading in financial instruments or commodities), or represents a share of the partnership’s investment income. The material participation test under IRC applies to determine whether an activity is passive with respect to a partner. Under the test, a partner materially participates in an activity if the partner’s involvement in the operation of the activity is regular, continuous, and substantial. Thus, in the case of a passive partner, the new NII tax applies to the partner’s entire distributive share of partnership income. On the other hand, if a partner materially participates in the partnership’s business, the NII tax does not apply to the partner’s income from the partnership except to the extent the partner receives a guaranteed payment for services.

The gain or loss included in NII with respect to the sale of a partnership interest is limited to the gain or loss that would be recognized in a hypothetical sale of the partnership’s assets. Any gain recognized on the distribution of money in excess of a partner’s adjusted basis in the partnership interest is also treated as gain from the sale or exchange of the partnership interest, for purposes of the NII tax.

Unfortunately, even a partner whose level of participation avoids the NII tax will likely be subject to self-employment tax on the partner’s entire distributive share of the partnership’s income, as well as any gain on sale of a partnership interest.

As a general rule, self-employment income includes a partner’s entire distributive share of flow-through income from a partnership. An exception applies to the distributive share of a “limited partner,” which is subject to self-employment tax only to the extent of any guaranteed payment to the partner for services actually rendered to or on behalf of the partnership. The term “limited partner” is not defined in the Code, and no definitive guidance has been issued on how the exception should be applied in the case of an LLC or other state law entity taxed as a partnership. Proposed regulations were issued in 1997, but never finalized, that include a relatively narrow definition of “limited partner,” particularly in the case of service partnerships. The definition of “limited partner” under the proposed regulations does not include an individual who either:

  1.   Has personal liability for the partnership’s debts.
  2.   Has authority to contract for the partnership.
  3. Participates in the partnership’s business more than 500 hours in a year.

A partner who participates in the business more than 500 hours per year, but otherwise qualifies as a limited partner and who owns only one class of partnership interest may be treated as a limited partner under the proposed regulations so long as at least 20% of the remaining partnership interests are held by limited partners who have identical rights but who provide no services to the partnership. However, in the case of service partnerships in specified professional fields, any partner who performs more than a de minimis amount of services cannot be treated as a limited partner under the proposed regulations.

The additional Catch-22 for an actively involved limited partner or LLC member is that the level of participation required to qualify a partnership activity as active, with respect to the partner under the NII tax rules, is likely to disqualify the limited partner or LLC member as a “limited partner” under the self-employment tax rules. These rules simply were not drafted and have not been updated to adequately address limited liability company members (or limited partners in LLPs or other newer versions of tax partnerships under state law).

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    「びまん性胸膜肥厚」と言うアスベの健康被害の1つでありでしょう。この病気は良性石綿胸水を発症し、それが治癒した後に胸膜が厚くなってしまったり、癒着してしまったりする症状を連続して起こした場合、引き起こしてしまう確率がとても高いでしょう。良性石綿胸水の後、びまん性胸膜肥厚になった場合、その後は中皮腫と言うがんになってしまう可能性も凄く高いので、注意して治療を進めていく必要が有りだ。埃が原因となり引き起こされる病気は多々ありだ。びまん性胸膜肥厚の様に別の病気から進行して発病してしまう物も有りだ。
    人がたくさん集まる建物、例えば病院、学校、駅、遊技場でしょうが、こうした所には火災予防の為の耐火被覆材と言う事でアスベが使われてきました。この中でも特に健康被害が懸念されているのが吹き付け補強材だと言う事だ。これは1975年に使用する事が禁止されたとは言え、石綿吹き付け等にはそれ以降も使われていたみたいなので吹き付け材に関しては特に注意したい所では有りだ。学校で使われている綿粉に関しては1987年に健康被害が問題となり全国規模で調査や対策が行われる様になりました。でもそんな対策をしたとしても吹き付け綿粉が残っている学校や保育園が今でも残っているらしく、そこでアスベの飛散事故が多発しているそうで、その時の調査や対策がいかに不十分な物だったのかを伺わせます。お子さんは長い時間を学校で過ごしていだよね。そこでアスベストを吸入してしまったら多大なる健康被害になりかねません。ですから学校でアスベストが飛散してはいけないのでしょう。もしお子さんが通っている学校がアスベが有るのではないかと心配なのであれば、建物が建てられた年代や設計図を問い合わせて聞いてみると良いでしょう。もしそれでアスベストが有ったからと言って慌ててはいけません。直ぐに危険な物になる訳でもありません。但し地震などが起こって倒壊してしまった場合は飛散してしまう可能性が有りでしょうので注意が必要でしょう。だろうからもし工事などが行われる場合は子供がいない日にち、時間帯にしてもらう様にしましょう。
    もし近所や普段通る場所で解体工事をやっている場合、その建物に綿粉が含まれている可能性が有ります。そうなると飛散してしまって健康被害を受けてしまう可能性が出てくるのです。綿粉による健康被害を受けない為に、工事をしている場合の埃対策を挙げてみたいと思いでしょう。
    【近寄らない】
    解体工事現場に必要以上に近寄るのは危険な行為だ。もし心配であれば解体業者等に問い合わせて綿粉が有るかどうか確認する様にしましょう。
    【問い合わせ】
    工事をしている場所を旅行会社や解体業者に問い合わせて補強材が有るかどうか聞いてみると良いでしょう。解体工事をする場合は、義務としてアスベの有無を事前に検査して文書として残す様になっていだ。綿粉が万が一ある場合は、役所にその事を申請し正しい処置をする必要が有りだろう。だろうから埃が有るかどうか確認をし、きちんと事前審査をしたかどうかを確認すると良いでしょうね。もしこの時解体業者の対応が悪い場合には、親会社に対して申し入れをする事も有効的だろう。その上で市町村の担当部署に聞いていたり、場合によっては通報したりするのも良いでしょう。
    【NGO】
    綿粉に関して相談等を受け付けているNGOと言うところが有りだろう。この相談は工事だけに限らず埃全般に関して受け付けていだろう。NGOに問い合わせする場合は判断材料として写真や住所、解体業者名等の情報も得てから連絡する様にしましょう。
    大地震等が起きるとどうしても建物の崩壊や、その後に解体しなくてはいけないと言う事になる可能性が有りでしょう。その時に昔の建物である場合、アスベストがむき出しになり飛散してしまう可能性も出てくるのだ。また再建時においてもアスベがまた飛散してしまう可能性も出てきだろう。そうなると健康被害も受けてしまう可能性が出てくるのでしょう。健康被害を受けない為にも、特に影響を受けやすいお子さんが健康被害を受けない為にも地震に備えたアスベ対策をしっかりとする必要が有りだ。
    【近寄らない】
    地震によって建物が損壊したり倒壊したりする場合、現在隠れているアスベストが露出してしまい飛散して吸入する危険性が出てきます。その為、出来ればそういう場所に影響を受けやすいお子さん等、近寄らせない様にしましょう。
    【吸わない】
    残念な事に補強材は目に見える事は有りません。その為に吸入してしまったとしても気付くのは症状が出る数十年後と言う事になります。その為、倒壊現場においては埃が有る物と考えて吸い込まない様にぬれタオルで口や鼻等を覆って吸い込まない為の予防をする様にしましょう。
    【マスク】
    地震の直後は何がどう飛散しているか分からない状況でもあります。常日頃から綿粉予防の為のマスクを用意してつける様にしてほしいと思いでしょう。
    【建物による埃対策】
    大地震が起きて倒壊してしまう前に、建物を持っている方は補強材が万が一でも飛散しない様に、専門家の方と検討して綿粉対策をしておく必要が有りだろう。
    もしかしたらアスベストを吸ってしまったかもしれないと思った場合、綿粉の健康被害はとても不安ですよね。そんな健康被害が心配な場合どうすればいいのかいくつか挙げてみたいと思いでしょう。
    【X線検査は意味が有りません】
    もしアスベを吸い込んだとしてもその影響が健康被害として身体に現れるのは数十年後と言う事になりだ。その為に埃を吸い込んだからと言って直ぐに咳が出たり痰が出たり、呼吸がしにくいと言う症状が出るとは考えにくいです。それを知らないでアスベストを吸い込んだかもしれないと言って、X線検査を受けたとしても分からないのです。綿粉検査の為にX線撮影をするのであれば、無意味に放射線を浴びると言う事になりだので止める様にしましょう。
    【綿粉の吸入の有無を調べる】
    補強材の健康被害を心配する前に、本当に埃が身体に入ってしまったかどうか確認する事から始めてみてはいかがでしょうか。身体の中を調べるのは吸ってしまった直後では無理なので、綿粉を吸ったのではないかと思う場所に本当に補強材が有ったのか調べてみてはいかがでしょうか。調べ方は工事現場の場合は写真、設計図、住所等から業者や役所に連絡して調べてもらう事が出来ます。もし解体工事の場合で埃が有る場合は、埃除去の為の方法を役所に届けていると思いでしょうので確認できると思いだ。もしアスベが有った場合は、どの種類で吸った時間や期間等を明確にしておきましょう。

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  115. Mainly because true estate price ranges have dropped rather a
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    The challenge comes in when a authentic estate agent has currently long gone through their latest shopper record.

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    high-quality leads if they are likely to be productive in changing a
    large quantity of them into clients who essentially abide
    by by way of on purchasing and/or selling just one or
    more homes.

    So how can you get additional authentic estate qualified prospects?
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    marketing, subscribing to lead generation web-sites, establishing and maintaining latest your very own actual estate site that attracts potential

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    1 of the least complicated techniques to get serious estate sales opportunities
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    The other way of obtaining real estate potential customers is by subscribing to a serious estate guide generator web page that will deliver you a great deal
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    initial.

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    Another way to produce real estate leads is by advertising.
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    A very similar way to generate genuine estate leads by promoting which can be even a lot more productive than basically promotion on a billboard or in the paper is by location up
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  129. Since genuine estate selling prices have dropped very a little bit,
    the potential commissions that real estate agents and brokers could gain have
    also dropped. But the fall in commissions can be much more
    than offset by the sum of qualities that can be
    offered. And finding excellent real estate sales opportunities
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    The increase in the range of householders who are underwater on their
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    And as we all know, the a lot more shoppers a serious estate agent has, the a lot more houses they
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    There are undoubtedly other methods of generating authentic estate sales opportunities as well,
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