Atlanta, GA asked in Tax Law and Gov & Administrative Law for Tennessee

Q: How could a family investing club be structured other than as a partnership?

We would prefer that the club pay taxes directly rather than having to issue K-1's to the partners.

1 Lawyer Answer
James L. Arrasmith
PREMIUM
James L. Arrasmith pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
Answered

A: A family investing club could be structured as a C corporation or an LLC taxed as a C corporation to avoid the need to issue K-1s to partners. Here are a few key considerations:

C Corporation:

- The club would be incorporated and shares issued to the family members.

- The corporation itself pays taxes on its income at the corporate tax rate.

- Dividends paid out to shareholders are taxed again at the individual level.

- No need to issue K-1s, as shareholders simply receive 1099-DIV forms reporting dividends.

- More formal structure with required annual meetings, bylaws, board of directors, etc.

LLC Taxed as C Corp:

- The club would be formed as an LLC but elect to be taxed as a C corporation.

- Provides the limited liability protection of an LLC with the tax treatment of a C corp.

- Same tax implications as above - club pays corporate taxes, dividends to members taxed as individual income.

- Provides more flexibility than a C corp in terms of management structure and member roles.

- Still no need to issue K-1s.

Some other factors to consider:

- Double taxation (at corporate and dividend levels) is a downside of the C corp structure.

- S corps avoid this, but are limited to 100 shareholders, so may not work for larger families.

- Using an LLC provides flexibility to later convert to a partnership structure if desired.

- Consult with a CPA and attorney to determine the best approach for your family's specific situation.

The key is that structuring as a C corporation, whether as an actual corporation or an LLC taxed as one, shifts the tax and reporting burden from the individual partners to the entity itself. This avoids the need for partners to report club income on their personal returns via K-1s.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.