There are several business entities that are essentially disregarded as separate from their owners for the purposes of federal taxation.  When analyzing the formation of or conversion to such entities, it is necessary to deem the transaction to allow an end result.  When a disregarded entity is involved, the deemed transaction is a liquidation.  Typically,...Read More

What is a pass through entity?  This is a common question clients will ask their business attorney or tax attorney.  Business owners will have heard the term “pass through entity” but they may not fully understand what the term means and how it will apply to and affect them as an individual taxpayer.  The article...Read More

What is a business lawyer and how can a business lawyer help my business?  This may be a common question or thought of many business owners.  A business lawyer may assist a business and the owners of the business in many ways.  Some lawyers may specialize in very specific business transactions and others may work...Read More

What is a Schedule K-1?  This is a common question a business owner may ask their business attorney or tax attorney.  The article below has been drafted by a tax attorney in Denver to help explain a Schedule K-1 and the importance of a K-1 as it relates to tax matters. Schedule K-1 is an...Read More

There are many entity formats to choose from but two of the most common entities witnessed by business attorneys are a limited liability company and an S Corporation.  These two entities can be treated quite similarly and quite differently depending upon the overall circumstances.  The outline below has been drafted by a Denver business attorney...Read More

Many small businesses may have been formed and operated as a C Corporation.  Thereafter, for taxation reasons or other purposes the shareholders, officers and/or directors may deem it more appropriate for the business to operate as another entity such as an S Corporation.  Under such circumstances, our small business attorneys are asked what tax carryovers...Read More

A partnership is a very common entity format for a small business.  Small business owners can form a partnership as a general partnership, limited partnership, limited liability limited partnership (LLLP) and a limited liability company (LLC) is a partnership as well.  The treatment of partnership liabilities can have large impact to the taxation of the...Read More

Previously a Denver small business attorney from The McGuire Law Firm has drafted articles and discussed corporate articles of incorporation that are filed with the Colorado Secretary of State.  Now a business attorney now wishes to discuss another corporate document, the corporate bylaws.  The article below has been drafted by a Denver small business attorney...Read More

Many clients will ask their tax attorney and business attorney, what is a Schedule SE and why do I need to file a Schedule SE?  The article below has been drafted by a Denver tax attorney at The McGuire Law Firm to provide background on, and explain a Schedule SE. Schedule SE is used to...Read More

Previous articles have been drafted regarding the impact of a deficit restoration obligation on recourse debt and loss allocation and the impact of a deficit restoration obligation on equity allocations.  As a Denver small business attorney, John McGuire would like to discuss one more issue regarding a deficit restoration obligation and a Limited Liability Company,...Read More