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Taxation of a sale of interest in LLC by a foreign corporation to a US company

Los Angeles, CA |

A foreign company incorporated in an offshore jurisdiction (no US ownership in the offshore company, the beneficiary is Russian) owns a 25% interest in a Delaware LLC.

To obtain this stake in the company, they invested resources (software engineering services estimated around $250-300K) plus the Delaware LLC put another $100K on its books as long-term debt and accounts payable for other services provided to them by the offshore company.

Now another US company - who are one of the partners in the LLC being sold - wants to buy this stake and we need to understand general US tax implications for the offshore company. Please advise!

Attorney Answers 2


This is complex! If the $250-300k were services, the gain on the sale might be ordinary income. Of not it would be US based capital gains. Since the offshore company appears to be selling a US asset it would be taxable in the US. Before the transaction takes place, ut may be possible to structure this in a tax-free or tax reduced manner. BUT, this will require a lot of information and planning.

You need a good tax and business attorney before you go any further.

Good luck!

Ron Cappucccio

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The best few thousand dollars you will spend would be to hire a experienced business and tax lawyer to consult with.

You should not expect any reliable response from anyone based on your very short and general facts.

Lots of documents, agreement and taxes must be reviewed and the prospective transaction to be dissected to explore all tax and liability issues.

Best of luck.

In addition to AVVO's disclaimer, please note that by this answer no attorney client relationship is intended mor entered into and unless there is a signed retainer agreement in place, neither me nor anyone in our office has intended to solicit clients nor reprints them. The answers are general in nature and without weighing specifics of particular query. No answer should be relied on in whole or in part, directly or otherwise to act or not to act in pursue of any of your potential claims in law or equity. You should consult with and obtain advise or representation of an attorney to protect your rights regarding your case or matter.

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