在过去的几十年中, estate planners have used limited liability companies (“LLCs”) as versatile tools to pass businesses, 土地, 以及其他代代相传的资产. LLCs work well in conjunction with trusts and other planning structures, 它们提供了许多好处, 包括设计的灵活性和所有权选择, 大量的保留控制权, 一般资产保障, 易于形成和管理, 广泛的定制选项, 和无与伦比的隐私. 但正如最近颁布的法律那样，形势可能正在向不利于有限责任公司的方向转变 公司透明度法 (CTA) is set to eliminate the LLC’s broad benefit of privacy starting on January 1, 2024. Individuals who use LLCs as part of their estate plan should stay informed, 采取积极措施保护他们的财产和隐私, and work with their estate planners to ensure their goals are attained in this shifting planning 土地scape.
有限责任公司在遗产规划中的好处
The benefits of LLCs in 遗产规划 are well known and require only brief mention here. 而一些州对这种结构征收繁重的附加税, 一般来说，有限责任公司具有成本效益, 以及易于形成和操作. 有限责任公司可以持有大多数类型的资产, and participants are issued membership shares that are easily transferred. It is typically much easier to contribute 土地 to an LLC and move LLC shares amongst family members, rather than run down to the courthouse and re-record the title every time the 土地 changes hands. 有限责任公司还具有灵活性和可定制性, allowing a founding member to restrict how future members use their membership shares or giving membership voting rights to the trustee of a trust holding the shares. 和, 作为贯穿所有这些好处的主线, the LLC structure has always offered extraordinary privacy to the LLC members.
While LLCs are created under state law and registered with the Secretary of 状态, most LLC laws require only that the LLC publicly list a registered agent and do not require that the LLC disclose the identity of its members. 这种隐私有很多好处. 例如, 如果有限责任公司拥有房屋, the LLC members can live in that home without having to be publicly recorded as homeowners. 也, 有限责任公司的转让本身没有公开记录, 允许财富在人与人之间大量流动, far away from the prying eyes that linger around the probate court or county recorder’s office. 当然, 这种隐私可能会被恶意行为者滥用, 比如贩毒集团和洗钱者, and this possibility of abuse has recently caught the federal government’s attention.
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Congress passed the 公司透明度法 as part of the National Defense Authorization Act of 2021 by overriding President Trump’s veto. 1月1日起, 2024, the CTA will require certain entities to report their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), 美国联邦调查局.S. 财政部. The act defines a “beneficial owner” as an individual who exercises control over the entity, either through ownership of a substantial portion of the company’s voting shares or through other means. Companies covered by the CTA must provide specific information about their beneficial owners, 包括他们的名字, 地址, 以及出生日期, 对FinCEN. Importantly, the CTA covers LLCs, including those simply used to hold assets for 遗产规划. 此外, any LLCs held in trust will likely have to report the required information for the grantor and beneficiaries of the trust, 不仅仅是受托人的信息.
CTA可能会对有限责任公司的使用产生寒蝉效应 遗产规划. 重视隐私的人, 尤其是联邦政府, are likely to forgo using LLCs in favor of structures that still allow anonymity, 例如不可撤销信托. Individuals who continue to use LLCs despite the loss of privacy will likely face the added compliance costs of reporting 对FinCEN, 保持准确的记录, 并且在会员易手时更新报告. Law firms and accounting firms may have to put in place additional protocols to ensure that client holding LLCs are meeting their obligations under the CTA.
The CTA does not eliminate the use of LLCs in 遗产规划; it just changes the 土地scape. LLCs still offer their members a great deal of flexibility and control, even if those members must now report themselves to the government. Individuals who are interested in how the CTA may affect their existing estate plan or how they may plan for it in the future should 联系他们的LBMC专业顾问.
内容由LBMC税务专家David Frederick提供.
大卫·弗雷德里克.D., LL.M. is a Senior Manager of High Net Worth 税es and Planning at LBMC, PC. David is an attorney by background and his practice at LBMC is focused on advising high net worth individuals on matters of 遗产规划, 企业继任计划, 还有税收减免. 可以联系到他 大卫.frederick@cuodie.net or 615-690-1931.
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