{'fraction_non_alphanumeric': 0.019957234497505347, 'fraction_numerical': 0.0, 'mean_word_length': 5.440366972477064, 'pattern_counts': {'":': 0, '<': 0, '<?xml version=': 0, '>': 0, 'https://': 0, 'lorem ipsum': 0, 'www.': 0, 'xml': 0}, 'pii_count': 0, 'substrings_counts': 0, 'word_list_counts': {'cursed_substrings.json': 0, 'profanity_word_list.json': 0, 'sexual_word_list.json': 0, 'zh_pornsignals.json': 0}}
The Use of Partnerships and Disregarded Entities by U.S. Corporations

Although tax planning would generally suggest that taxpayers should operate their businesses through partnerships rather than corporations, nontax reasons often prevail to make corporations the appropriate taxpayer choice. For example, a taxpayer may want to hold its business through a corporation if the taxpayer intends to sell interests in the business to the public, or wants to dispose of the business in a tax-free reorganization. However, even if a business is conducted through a corporate group, many tax planning opportunities are available using partnerships and disregarded entities that could reduce the corporate group's U.S. federal income tax liability. This article discusses some fundamental tax planning opportunities related to the use of partnerships and disregarded entities by U.S. corporate groups. Part one of this article discusses reorganizations involving disregarded entities. Part two discusses post-reorganization drop-downs of assets to partnerships and disregarded entities in spinoff transactions. Part four discusses the use of partnership and disregarded entities in the context of consolidated groups. Part five discusses the use of partnerships in "UPREIT-type" transactions. And, part six discusses certain issues related to the use of partnerships to dispose of appreciated corporate assets.