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The Flow-through Entities Tax section is a compilation of alerts and articles written by members of the ICPAS Flow-through Entities Tax Committee; as well as links to websites and other resources of interest to the flow-through entities tax community. Follow the links below for more information on these topics.
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Deduction for Qualified Business Income of Pass-through Entities - 199A Proposed Regulations and Revenue Procedure Issued by IRS +
Jim Eisenmenger
Martin Hood LLC
The Tax Cuts and Jobs Act (TCJA) of 2017 (P.L. 115-97) was signed into law on 12/22/2017. Proposed Regulations (NPRM REG-107892-18) were released on 8/8/2018.
IRC Section 199A is included in the TCJA. This provision allows business owners to deduct up to 20% of their "qualified business income" (QBI) earned in a "qualified trade or business" from sole proprietorships, partnerships, S corporations, and trusts. This alert is the second in a series examining the recently issued guidance on the application of 199A. More thorough education on the topic will be available at the annual ICPAS Flow-Through Entity Conference December 5th, which will include a half day dedicated to emerging guidance on 199A.
Original Law
The original writing of Sec 199A implied that the deduction was to be measured and applied on a business-by-business basis. The result would have made taxpayers with multiple businesses adjust their business structure to get the right mix of wages, property basis, and qualified business income in each separate entity to avoid loss of some or all of the deduction to the W-2 / property basis limit.
Proposed Regulation
Sec. 199A-4 of the proposed Regulations provide an elective aggregation model for qualifying businesses that could eliminate the restructuring need for many taxpayers. Aggregation is done at the owner level, not the entity level. Thus, one owner of a business may elect to aggregate that business with another business while a second owner may choose not to.
Aggregation is allowed only if the requirements of Sec. 1.199A-4(b)(1) are satisfied:
- Each aggregated activity must itself be a trade or business or treated as a trade or business under a special rental rule in Prop. Reg. 1.199A-1(b)(13)
- The businesses must have the same taxable year end
- The same group of persons must directly or indirectly own a 50% or more interest in each of the aggregated businesses for a majority of the taxable year
- None of the aggregated businesses can be a Specified Service Trade or Business (SSTB)
- The aggregated businesses must meet two of the three following factors:
o The businesses must provide the same products and services (example: a restaurant and a food truck); or products and services that are customarily provided together (example: a gas station and car wash)
o The businesses share facilities or share significant centralized business elements (common personnel, management, etc.)
o The businesses are operated in coordination with or reliance on other businesses in the aggregated group (vertical integration)
Sec. 1.199A-4(c)(1) makes the aggregation of businesses an irrevocable election and provides rules for situations in which the aggregation rules (which were once met) fail to qualify due to a change in facts and circumstances. Reporting and disclosure rules for groupings are provided in Sec. 199A-4(c)(2).
The elective aggregation rules of 199A-4 are welcome news for taxpayers and practitioners. However, the aggregation regime does not mirror other aggregation regimes already present in tax law and require consideration as to eligibility. As with any irrevocable election, care should be taken to look to the future impacts of the election.
Disclaimer: This article is designed to provide information in regard to the subject matter and has been prepared with the understanding that neither the Illinois CPA Society nor the author of this article is providing accounting, tax or legal advice or is performing any legal, accounting or other professional service. If accounting, tax or legal advice or other expert assistance is required, the services of a competent professional person should be sought.
Deduction for Qualified Business Income of Pass-through Entities +
Jerry Mauer
Clifton Larson Allen, LLP
IRC Section 199A is included in the TCJA. This provision allows business owners to deduct up to 20% of their "qualified business income" (QBI) earned in a "qualified trade or business" from sole proprietorships, partnerships, S corporations, and trusts. This alert examines the newly issued guidance on the term "specified service trade or business" (SSTB), and is the first in a series of alerts exploring emerging guidance on the application of 199A. More thorough education on the topic will be available at the annual ICPAS Flow-Through Entity Conference December 5th, which will include a half day dedicated emerging guidance on 199A.
The deduction may not exceed the excess of taxable income over net capital gains plus aggregate cooperative dividends. The deduction may be reduced or eliminated if the trade or business is a "specified service trade or business." (See below). The deduction may also be reduced or eliminated if the taxpayer's taxable income exceeds certain levels and/or depending on the amount of W-2 wages and unadjusted asset basis of the trade or business. These limitations will be outlined in more detail in a subsequent alert in this series and are outlined in IRC Section 199A(b).
Qualified Business Income
IRC Section 199A(c) defines qualified business income as the amount of qualified items of income, gain, deduction and loss with respect to a qualified trade or business that is effectively connected with the conduct of a business in the United States. Qualified business income does not include certain investment types of income.
Qualified Trade or Business
IRC Section 199A(d) provides that a qualified trade or business means any trade or business other than:
• A "specified service trade or business", or
• The trade or business of performing services as an employee.
It is clear from the second bullet point that that an employee will be unable to claim the 20% deduction against his or her wage income. [Prop. Reg. 1.199A-1(b)(13)]. It is also clear from the proposed regulations that a business must qualify as a trade or business under IRC Section 162 in order to meet the definition of a trade or business. However, the proposed regulations provide that a rental activity that does not meet the IRC Section 162 requirements of a trade or business can qualify as a business if it rents or licenses tangible or intangible property to a commonly controlled business under Prop. Reg. 1.199A-4(b)(1)(i).
Specified Service Trade or Business
IRC Section 199A(d)(2) defines a "specified service trade or business" (SSTB) by reference to IRC Section 1202(e)(3)(A) with modifications. Thus, a SSTB includes the following trades or businesses:
• Accounting
• Actuarial science
• Athletics
• Financial services
• Performing arts
• Law
• Investing/investment management
• Brokerage services
• Trading/dealing in securities
• Reputation/ skill of the owner or employees.
See Prop. Reg. 1.199A-5 for a detailed discussion of these bullet points.
Note that engineering and architectural businesses are not a SSTB. Also, regarding the last bullet point, Prop. Reg. 1.199A-5(b)(2)(xiv) interprets the clause very narrowly, providing that a business receives income because of an owner or employee's reputation or skill only when the business is engaged in:
• Endorsing products or services
• Licensing the use of an individual's image, name, trademark, signature, etc. or
• Receiving certain appearance fees.
SSTB de minimis rule
Prop. Reg. 1.199A-5(c)(1) provides an exception that will allow a business that both sells a product and performs services to avoid being treated as a SSTB. This rule provides that if a trade or business has gross receipts of $25 million or less for the year, it will not be treated as a SSTB as long as less than 10% of the gross receipts of the business are attributable to the performance of services in one of the disqualified businesses discussed above. If the business has gross receipts in excess of $25 million, 10% is replaced by 5%. Under the proposed regulation, SSTB activity over these thresholds "taints" the entire business as a SSTB.
Services provided to a SSTB
Prop. Reg. 1.199A-5(c)(2) provides that a SSTB includes any trade or business that provides 80% or more of its property or services to a SSTB, if the two business share 50% or more common ownership. If a trade or business provides less than 80% of its property or services to a commonly controlled SSTB, the entire business is not treated as a SSTB. In that case, any income earned from the rental of property or provision of services to the SSTB is treated as income earned in a SSTB and is not eligible for the 20% deduction. Fifty percent or more common ownership includes direct or indirect ownership by related parties within the meaning of IRC Sections 267(b) or 707(b).
Pass-through Entities Could Face More Penalties Under New Tax Law +
Clifton Larson Allen LLP
IRC Section 6662 imposes an accuracy-related penalty on substantial underpayments of tax. IRC Section 6662(a) provides the general rule that if there is an underpayment of tax required to be shown on a return, there shall be added to the tax an amount equal to 20 percent of the portion of the underpayment to which this section applies.
IRC Section 6662(d)(1)(A) provides there is a substantial understatement of tax for any taxable year if the amount of the understatement exceeds the greater of:
• 10 percent of the tax required to be shown on the return, or
• $5,000.
The Tax Cuts and Jobs Act of 2017 (P.L. 115-97) added new IRC Section 6662(d)(1)(C) which provides that in the case of any taxpayer who claims the deduction allowed under IRC Section 199A (Qualified Business Income Deduction), 10 percent referred to in the first bullet point above is reduced to 5 percent.
It is important for pass-through owners to understand the change in the accuracy-related penalty calculation when accessing the risks in claiming the IRC Section 199A deduction.
S Corporation Status does not prevent self-employment Income being assessed +
Elizabeth Herbst
In Tax Court Memo. 2016-238, the Tax Court held that income earned by a sole S-corporation Shareholder as the only employee of the S-corporation is subject to self-employment tax.
Background: Ryan Fleischer is a registered financial consultant, Certified Financial Planner, and licensed seller of variable health and life insurance policies. On February 2, 2006 Mr. Fleischer signed an agreement with Ledger Financial Services, a brokerage company, which stated his relationship with the LPL was that of an independent contractor. On February 7, 2006 Fleischer incorporated Fleischer Wealth Planning (FWP) and elected S corporation status for the company. On February 28, 2006, Fleischer entered into an employment agreement with FWP that stated FWP would pay him a salary to "perform duties in the capacity of a Financial Advisor." Additionally, on March 3, 2018 Fleischer entered into a broker contract with MassMutual. The contract was signed by Fleischer in his personal capacity and did not mention FWP. For years 2009-2011 Fleischer reported wages paid to him by FWP of $34,851, $34,856, and $34,996 respectively and ordinary income as reported by FWP on Schedule K-1 of $11,924, $147,642, and $115,327.
Upon audit, IRS determined that FWP's income was self-employment income to him that should have been reported on Sch C, Profit and Loss from a Business, and not as passthrough income from WFP reported on Sch E.
The Tax Court held that income related to the contracts Fleischer signed personally should have been treated as self-employment because Fleischer, not FWP, had control of the earnings. The Court cited Lucas v. Earl, 281 U.S. 111 (1930), "the first principle of income taxation is that income must be taxed to him who earned it." Additional, the court cited Johnson, 78 T.C. 882, 891 (1982) that proposed two tests, both of which must be present, to determine control of the income. First, the individual performing the services must be an employee of the corporation whom the corporation can direct and control in a meaningful sense. Second, "there must exist between the corporation and the person or entity using the services a contract or similar indicium recognizing the corporation's controlling position." Since the contracts had been executed between Fleischer personally and Ledger Financial Services and MassMutual, there was no reason for the brokerage firms to believe that Fleischer had any control over the earnings
Basis of S Corporation Debt to Shareholder +
Jake Thompson, CPA
Basis of S Corporation Debt to Shareholder
The Tax Court recently concluded (TC Memo 2017-213) that when the same individuals own the stock of two S corporations, a loan from one of the S corporations to the other cannot be treated as a loan made by the shareholders to the other corporation.
The shareholders in this case tried to claim that the second S Corporation (KGMI, Inc.) should be disregarded under Code Sec. 1366(d)(1)(B) so that the loan between KGMI, Inc. and the operating S Corporation (Club One) would be deemed indebtedness of Club One. This would allow the shareholders to increase their basis in Club One and take flow-through losses from the operating S Corporation on their personal tax returns.
The Tax Court determined the following evidence supported their conclusion that the step transaction doctrine did not apply:
• KGMI, Inc. did not act as the shareholders' incorporated pocketbook.
• KGMI Inc. also was not the shareholders' conduit or agent (i.e. operated under its own name and for its own account)
• KGMI, Inc. did not bind the shareholders by its actions
• KGMI, Inc. was not held out as the shareholders' agent in third party dealings.
• The shareholders did not make any actual direct economic outlays to Club One
Proposed Regulations Eliminate IRC Sec. 754 Election Signature Requirement +
Sanjay Wadhwani
ECS Financial Services, Inc.
Proposed Regulations Eliminate IRC Sec. 754 Election Signature Requirement
The IRS has released proposed regulations under IRC Section 754 which no longer require a signature on the IRC Section 754 statement, eliminating a regulatory burden.
IRC Section 754 provides an election to adjust the basis of partnership property when the partnership distributes property (IRC Section 734) or partner(s) in a partnership transfer a partnership interest in a taxable sale or exchange (IRC Section 743). The election applies to all distributions and all transfers during the taxable year with respect to the election and all subsequent taxable years.
The current regulations require a signed IRC Section 754 election be attached to a timely filed return, including extensions. Prior to this proposed regulation, submitting an unsigned 754 election would result in an invalid election. The only remedy was to request 9100 relief to make a late IRC Section 754 election either (1) through automatic relief if discovered within 12 months or (2) through private letter ruling request. The IRS has received numerous requests for 9100 relief with respect to unsigned IRC Section 754 statements, especially where returns were electronically filed. In order to ease the burden on the partnership seeking to make a valid election and eliminate the potential 9100 relief request, the Treasury Department and the IRS are proposing to remove the signature requirement. Thus, the only requirements for the written statement under the proposed Treasury Regulation under 1.754-1 would be (1) name and address of the partnership seeking to make a 754 election and (2) a declaration that the partnership elects under IRC Section 754 to apply the provisions of IRC Sections 734(b) and 743(b).
The proposed regulations would apply to tax years ending on or after the date of publication of the final regulation in the Final Register. Taxpayers may also rely on the proposed regulations for periods preceding the proposed applicability date. Partnerships that timely filed a partnership return in prior years containing an otherwise valid IRC Section 754 election statement missing a partner's signature will not need to seek 9100 relief to effectuate a valid IRC Section 754 election.
Role of the Partnership Representation Under the Centralized Audit Rules +
The Bipartisan Budget Act of 2015, signed into law on November 2, 2015, amends the Internal Revenue Code and makes significant changes in the manner in which the Internal Revenue Service (IRS) audits partnerships. In general, the Budget Act repeals partnership audit procedures per the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) and replaces them with new audit procedures that apply by default to all partnerships. The new provisions are effective for partnership returns filed for tax years beginning after December 31, 2017. Proposed regulations (Reg -136118-15) were issued on January 18, 2017, but were never officially published as a result of the regulatory freeze announced by the White House on January 20, 2017. The Proposed Regulations were re-released on June 13, 2017, with minor modifications.
Under the new audit provisions, the tax on audit adjustments imposed by IRS on partnership items of income, gain, loss, deduction, or credit is assessed and collected at the partnership level. If the partnership does not elect to pass an adjustment through to its partners, (discussed later), the adjustment is determined with respect to the "reviewed year" (the year under audit) but is paid by the partnership in the "adjustment year" (the year the audit is finalized by IRS). Therefore, adjustments will be borne by the adjustment-year partners rather than by the reviewed-year partners even if the adjustment-year partners were not partners in the reviewed-year.
Election to pass partnership adjustments through to partners
IRC Section 6226 and Proposed Reg. 301.6226-1provides an alternative to the general rule that the partnership must pay the tax on the adjustments at the partnership level. With a proper election, the partnership can "push-out" the adjustments to the reviewed-year partners rather than directly pay the tax on the adjustments. The election can be revoked only with the consent of IRS. The election must be made within 45 days of the mailing of the final partnership adjustment (FPA) and, if the FPA has more than one adjustment, the election must identify which adjustments the partnership is electing to push-out. Thus, a partnership is allowed to elect to push-out only some of the adjustments.
Electing out of the centralized audit rules
Proposed Reg. 301.6221(b)-1 provides that an eligible partnership may elect out of the centralized audit regime. A partnership is an eligible partnership if it has 100 or fewer partners during the year and, if at all times during the tax year, all partners are eligible partners.
The determination of whether the partnership has 100 or fewer partners is made by counting the number of statements required to be furnished under IRC Section 6031(b) (generally Schedule K-1). A husband and wife are not treated as a single taxpayer. Any statements required to be furnished by an S corporation partner for the tax year of the S corporation ending with or within the partnership's tax year are taken into account for purposes of determining whether the partnership is required to furnish 100 or fewer statements for the tax year.
Proposed Reg. 301.6221(b)-1(b)(3)(i) defines the term "eligible partner" as any person who is an individual, C corporation, eligible foreign entity, S corporation, or an estate of a deceased partner. Therefore, a partnership (lower tier partnership) that has a partner that is a partnership (upper tier partnership) cannot elect out of the centralized audit regime. The upper tier partnership can elect out if it is otherwise eligible.
A partnership makes the election only on a timely filed partnership return (including extensions) for the partnership tax year to which the election relates. The partnership must disclose to IRS the names, correct taxpayer identification numbers (TINs), and federal tax classifications of all partners of the partnership and, if there is an S corporation partner, the names, correct TINs, and federal tax classifications of all persons to whom an S corporation partner is required to furnish statements during the S corporation partner's taxable year ending with or within the partnership's tax year at issue. Additional information may be required by IRS in forms and instructions.
A partnership that elects out must notify each of its partners that the partnership made the election within 30 days of making the election. The notice may be in writing, electronic, or other form chosen by the partnership. Presumably, the notice can be made on Schedule K-1 or on a statement attached thereto.
Role of the Partnership Representative
Proposed Reg. 301.6223-1 provides rules requiring a partnership to designate a partnership representative and rules describing the eligibility requirements for a partnership representative. A partnership must designate the partnership representative on the partnership's return filed for the partnership taxable year and must designate a partnership representative separately for each taxable year. IRS will notify a partnership if it is determined that a designation of partnership representative is not in effect for a tax year and allow the partnership to designate a representative. If the partnership does not designate a partnership representative within 30 days of the notification by the IRS, the IRS will designate a partnership representative on behalf of the partnership.
The partnership representative does not need to be a partner but must have a substantial presence in the United States. Proposed Reg. 301.6223-2(c) provides that the partnership representative has the sole authority to act on behalf of the partnership in any examination. Generally, no partner (except for a partner who is the partnership representative) may participate in or contest the results of the examination or other proceeding involving a partnership. The partnership representative is responsible for managing all phases of the IRS audit including gathering the information needed to contest a proposed IRS adjustment.
The authority of the partnership representative includes:
Binding the partnership and partners to an adjustment or settlement in an IRS audit or in a related court proceeding;
Deciding whether or not to seek judicial review of the proposed IRS adjustment and which court to use to seek judicial review;
Choosing whether or not to extend the statute of limitations for reviewed years;
Choosing whether to push-out the underpayment tax liability to the reviewed year partners under IRC Section 6226.
The fate of the partners is in the hands of the partnership representative and can result in a conflict of interest if the partnership representative is also a partner.
Example: Assume WXYZ Partnership in which W, X, Y, and Z share profits and losses equally (25% each). X is the partnership representative. WXYZ Partnership does not qualify to elect out of the centralized audit rules. The partnership is audited in 2020 for calendar year 2019. The partnership receives a final partnership adjustment in 2020 setting forth an increase in taxable income of $32,000 and a tax liability of $12,000. Partner T became a partner on 1/1/2020 by purchasing a 40% interest, 10% from each W, X, Y, and Z.
No push-out election
Tax Ownership
Partner Liability Percent Tax
W $12,000 15% $1,800
X $12,000 15% $1,800
Y $12,000 15% $1,800
Z $12,000 15% $1,800
T $12,000 40% $4,800
Total 100% $12,000
Push-out election
T 0 0 0
As partnership representative, it would not be in Partner X's economic interest to make the push-out election. As shown in the above example, new Partner T will be charged with a tax expense for a year that he/she was not a partner if the push-out election is not made.
It may be possible at least to some extent to limit the scope of the partnership representative's authority. Some commentators have suggested that the partnership agreement include requirements to provide notice to partners of all significant IRS communications, to obtain approval of the partners before taking major actions, and require an election under IRC Section 6226 to push-out a proposed increase in tax to the reviewed year partners. It is important to note that Proposed Reg. 301.6223-2(c)(1) provides that the authority of the partnership representative to bind the partnership cannot be overridden by the partnership agreement. If the partnership representative takes a position in direct violation of the partnership agreement, the only recourse for the partnership and the other partners may be to bring an action against the partnership representative. Some have speculated that the new audit rules will result in more litigation between partners and representatives than between the IRS and partnerships.
Partnerships, and their advisors, need to give serious thought to their choice of partnership representative. In some situations, the best choice may be to appoint a non-partner as the partnership representative.
Partnership Centralized Audit Rules +
The Bipartisan Budget Act of 2015, signed into law on November 2, 2015, amends the Internal Revenue Code to make significant changes to the manner in which the Internal Revenue Service (IRS) audits partnerships. In general, the Budget Act repeals partnership audit procedures per the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) and replaces them with new audit procedures that apply by default to all partnerships. The new provisions are effective for partnership returns filed for tax years beginning after December 31, 2017. Proposed regulations (Reg -136118-15) were issued on January 18, 2017.
Under the new audit provisions, the tax on audit adjustments imposed by IRS on partnership items of income, gain, loss, deduction, or credit is assessed and collected at the partnership level. The applicability of any penalty, addition to tax, or additional amount that relates to an adjustment to such item is also determined at the partnership level. An underpayment of tax with respect to a partnership adjustment for any year is determined by netting all adjustments of items of income, gain, loss, or deduction and multiplying the net amount by the highest rate of Federal income tax applicable either to individuals or to corporations that is in effect for the year under audit. The product of that amount is then increased or decreased by any adjustments made to the partnership's credits. Some exceptions apply to the use of the highest tax rate. For example, the underpayment will be determined without regard to the portion thereof that the partnership can show is allocable to a partner that would not owe tax by reason of its status as a tax-exempt entity. Also, a rate lower than the highest rate may apply to the extent that the partnership can show the partnership adjustment is attributable to a long-term capital gain or qualified dividends and these items are allocable to individual partners since these items of income are taxed at lower rates.
If the partnership does not elect to pass an adjustment through to its partners, (discussed later), the adjustment is determined with respect to the "reviewed year" (the year under audit) but is paid by the partnership in the "adjustment year" (the year the audit is finalized by IRS). Therefore, adjustments will be borne by the adjustment-year partners rather than by the reviewed-year partners even if the adjustment-year partners were not partners in the reviewed-year.
Proposed Reg. 301.6223-1 provides rules requiring a partnership to designate a partnership representative and rules describing the eligibility requirements for a partnership representative. A partnership must designate the partnership representative on the partnership's return filed for the partnership taxable year and must designate a partnership representative separately for each taxable year. IRS may select any person to serve as the partnership representative if one is not made by the partnership.
The partnership representative does not need to be a partner but must have a substantial presence in the United States. Proposed Reg. 301.6223-2(c) provides that the partnership representative has the sole authority to act on behalf of the partnership in any examination. Generally, no partner (except for a partner who is the partnership representative) may participate in or contest the results of the examination or other proceeding involving a partnership.
Proposed Reg. 301.6221(b)-1 provides that an eligible partnership may elect out of the centralized audit regime. A partnership is an eligible partnership if it has 100 or fewer partnerships during the year and, if at all times during the tax year, all partners are eligible partners.
The determination of whether the partnership has 100 or fewer partners is made by counting the number of statements required to be furnished under IRC Section 6031(b) (generally Schedule K-1). A husband and wife are not treated as a single taxpayer. Any statements required to be furnished by an S corporation partner for the tax year of the S corporation ending with or within the partnership's tax year are taken into account for purposes of determining whether the partnership is required to furnish 100 or fewer statements for the tax year. For example, assume Partnership has 51 partners – 50 partners are individuals and S, an S corporation with 50 shareholders. Partnership has 101 partners – 51 statements furnished by Partnership to its partners plus 50 statements furnished by S to its shareholders. [Proposed Reg. Section 301.6221(b)-1(b)(2)(iii), Example 4]
All partners in the partnership must be eligible partners in order for the partnership to elect out. Proposed Reg. 301.6221(b)-1(b)(3)(i) defines the term "eligible partner" as any person who is an individual, C corporation, eligible foreign entity, S corporation, or an estate of a deceased partner. Therefore, a partnership (lower tier partnership) that has a partner that is a partnership (upper tier partnership) can not elect out of the centralized audit regime. The upper tier partnership can elect out if it is otherwise eligible.
IRS has scheduled a hearing on May 10, 2017 on the proposed regulations. Comments on the proposed regulations and requests to speak at the hearing are due 90 days after the proposed regulations appear in the Federal Register.
Note: On January 20 President Trump issued a presidential memorandum that institutes a moratorium on all federal rulemaking until the new administration can review all regulations in process. This includes the proposed regulations discussed above. It is possible that changes will be made before the regulations are submitted to the Office of the Federal Register.
Employment Tax Treat of Partners in a Partnership That Owns a Disregarded Entity +
IRS issued temporary regulations (T.D. 9766) on 5/3/2016 that provide that partners in a partnership that owns a disregarded entity are not employees of the disregarded entity for employment benefit purposes. Since the partners are not employees, they are not eligible to participate in certain tax-favored employee benefit plans and may be subject to self-employment tax based on existing guidance.
Current Reg. Section 301.7701-2(c)(2)(iv)(B) provides that a disregarded entity is treated as a corporation for employment tax purposes. Therefore, the entity, rather than the owner, is treated as the employer of the entity's employees. However, this rule does not apply for self-employment tax purposes, so the owner of a disregarded entity is subject to self-employment tax if the owner's allocable share of income is otherwise subject to self-employment tax.
Current Reg. Section 301.7701-2(c)(iv) includes an example in which the owner of the disregarded entity is an individual who is subject to self-employment tax on the net earnings from the disregarded entity's activities. The regulations do not provide an example in which the disregarded entity is owned by a partnership. Some taxpayers have taken the position that individual partners in a partnership that owns a disregarded entity are employees of the disregarded entity. This position was taken only because the regulations did not include a specific example applying the general rule in the partnership context. Taking this position, some taxpayer/partners have participated in certain tax-favored employee benefit plans.
In the new temporary regulations, IRS held there is no distinction between a disregarded entity owned by an individual (where the individual is clearly subject to self-employment tax) and one owned by a partnership. Therefore, if a partnership is the owner of a disregarded entity, the disregarded entity is not treated as a corporation for purposes of employing a partner in that partnership. The entity is disregarded as an entity separate from the partnership for this purpose and is not the employer of any partner of the partnership that owns the entity. A partner in the partnership who is employed by the disregarded entity is subject to the same self-employment tax rules as a partner in a partnership that does not own a disregarded entity. Note that if a partner or LLC member is not subject to self-employment tax under other provisions of the tax law, the temporary regulations do not change that result. If the disregarded entity has employees who are not partners in the partnership, the disregarded entity is considered the employer for those employees.
The temporary regulations do not change the holding of Rev. Rul. 69-184, which generally holds that bona fide members of a partnership are not employees of the partnership for employment tax purposes. Rather, to the extent they devote time and energy to the conduct of the trade or business of the partnership or provide services to the partnership as independent contractors, they are considered self-employed individuals rather than employees.
The Treasury Department and the IRS request comments on the appropriate application of the principles of Rev. Rul. 69-184 to tiered partnerships situations, the circumstances in which it may be appropriate to permit partners to also be employees of the partnership, and the impact on employee benefit plans (including, but not limited to qualified retirement plans, health and welfare plans, and fringe benefit plans) and on employment taxes if Rev. Rul. 69-184 were to be modified to permit partners to be employees in certain circumstances.
Final Regs. on Excluding Discharged Debt From Income +
The Treasury Department issued final regulations (T.D. 9771) which provide that, for purposes of applying the IRC Section 108 bankruptcy and insolvency exclusions for cancellation of debt income for partners and partnerships, the term "taxpayer" refers to only the person or entity that is the title 11 debtor. A similar rule applies to grantor trusts and disregarded entities.
IRC Section 61(a)(12) states that except as otherwise provided, gross income includes income from the discharge of indebtedness. An important exception to IRC Section 61(a)(12) is IRC Section 108(a)(1)(A) which provides that gross income does not include discharge of indebtedness income if the discharge occurs in a title 11 case. Under IRC Section 108(d)(2), the term "title 11 case" means a case under the Bankruptcy Code if: (1) the taxpayer is under the jurisdiction of the court and (2) the discharge of indebtedness is granted by the court or pursuant to a plan approved by the court. IRC Section 108(d)(6) provides that, in the case of a partnership, subsection (a) of IRC Section 108 (and certain other subsections of IRC Section 108) must be applied at the partner level. Under IRC Section 108(b), amounts excluded from income under IRC Section 108(a)(1)(A) must be applied to reduce certain specified tax attributes.
In Gracia, (2004) T.C. Memo 2004-147, the taxpayer was a general partner in a partnership and personally guaranteed some of the partnership's debts. The partnership initiated a case under title 11 of the Bankruptcy Code. The partners in the partnership, including the taxpayer, reached a settlement agreement with the trustee of the bankruptcy estate, under which, in exchange for paying a fixed amount to the partnership's bankruptcy estate, the contributing partners would be discharged from all liability under the confirmed bankruptcy plan. The bankruptcy court approved the agreement and released the partners from all liability related to the partnership and their personal guarantees of partnership debts. The same order provided that each partner "is subject to the jurisdiction of the Bankruptcy Court."
The taxpayer did not include the debt discharge income allocated to him by the partnership on his tax return for the year of the discharge. In the notice of deficiency, the Internal Revenue Service rejected the taxpayers claim to an exclusion of the partnership cancellation of indebtedness income.
The Tax Court, in holding for the taxpayer, noted that, for purposes of IRC Section 108, a "title 11 case" is defined as a "case under title 11 of the United States Code (relating to bankruptcy) but only if the taxpayer is under the jurisdiction of the court in such case and the discharge of indebtedness is granted by the court or is pursuant to a plan approved by the court." Because (a) the partnership's chapter 11 bankruptcy was a case under title 11 of the United States Code, (b) the bankruptcy court discharged the taxpayer from all liability, and (c) the bankruptcy court order "explicitly asserted its jurisdiction over petitioner for this purpose," the Tax Court concluded that the taxpayer's debts were discharged in a title 11 case within the meaning of IRC Section 108(d)(2). Under this literal reading of the statute, the court concluded that the taxpayer was entitled to exclude the debt-discharge income under IRC Section 108(a)(1)(A).
The Internal Revenue Service issued Action on Decision 2015-001 in Gracia stating that the Tax Court's ruling is inconsistent with the structure of IRC Section 108 and the underlying Congressional intent. The Internal Revenue Service takes the position the taxpayer was not under the jurisdiction of the bankruptcy court in a title 11 case as a debtor. The partnership, not the taxpayer, filed the petition in the bankruptcy court. The taxpayer was not a person to whom a case under title 11 was commenced. IRC Section 108 applies at the partner level. The exclusion in IRC Section 108(a)(1)(A) applies only to partners who are debtors in bankruptcy in their individual capacities. The taxpayer was not in bankruptcy and was not entitled to exclude his shares of the partnership cancellation of indebtedness income under IRC Section 108(a)(1)(A).
The final regs. follow the position of Action on Decision 2015-001 and clarify that, subject to the special rule under IRC Section 108(d)(6), the insolvency exception is available only to the extent the owner is insolvent. Thus, the partner, not just the partnership, must be under the jurisdiction of the bankruptcy court in a title 11 case or be insolvent in order to take advantage of the IRC Section 108 provisions.
The final regs. state that the bankruptcy exclusion is only available if the owner of the grantor trust or the owner of the disregarded entity is under the jurisdiction of the court in a title 11 case. It is not sufficient for just the grantor trust or the disregarded entity to be under the court's jurisdiction. The final rules further clarify that the owner of the grantor trust or the owner of the disregarded entity must be a title 11 debtor to qualify for the bankruptcy exclusion.
The final regs. also provide that the insolvency exclusion applies to the discharged debt of a grantor trust or a disregarded entity only to the extent that the owner of the grantor trust or the owner of the disregarded entity is insolvent. If the grantor trust or the disregarded entity is insolvent, but the owner of the grantor trust or the owner of the disregarded entity is not insolvent, then the insolvency exclusion does not apply to the owner.
S Corporation's payments of sole shareholder/employee's personal expenses were not compensation +
The Tax Court recently concluded (Scott Singer Installations, Inc., T.C. Memo. 2016-1161) that payments of a sole shareholder/employee's personal expenses were not compensation (and therefore not subject to federal employment taxes) but repayment of shareholder loans.
The taxpayer in question was a S corporation (corporation) whose sole shareholder made advances of approximately $1,160,000 to the corporation between the years 2006 and 2011. The advances were reported by the corporation as shareholder loans on its general ledgers and tax returns even though there were no signed promissory notes between the corporation and shareholder. During the corporation's struggles in 2010 and 2011, it did not report any wages being paid to the sole shareholder. However, during these years the corporation did report $181,872 of shareholder loan repayments for payments made by the corporation on behalf of the shareholder (i.e. personal expenses).
On audit, the IRS determined that the payments made by the corporation on behalf of the shareholder should have been reported as wages and subject to employment taxes. The taxpayer argued that they payments be treated as repayments on the shareholder loans. IRS, on the other hand, argued the funds advanced to the corporation were capital contributions.
The Tax Court concluded that the shareholder intended the advances to be loans, that the intention was reasonable for a substantial portion of the advances, and that the corporation's repayments of those loans were valid and should not be characterized as wages subject to employment taxes.
The Tax Court said that there are a number of factors involved in evaluating the nature of transfers of funds to closely held corporation. In this case, the Court specifically mentioned the following three factors:
1. Was there a genuine intention to create a debt?
2. Was there a reasonable expectation of repayment? and
3. Did the shareholder intention agree with the economic reality of creating a debtor-creditor relationship?
The Tax Court used the points mentioned below to conclude that the above factors were in the taxpayer's favor.
• The corporation consistently recorded the advances as shareholder loans on its general ledgers and tax returns.
• The corporation consistently recorded the personal expenses as repayments of the shareholder loans rather than reporting the payments as deductible business expenses.
• The corporation's payments of the taxpayer's personal expenses were consistent, both in time and in amount, regardless of the value of services provided to the corporation or the profitability of the corporation .
• The corporation continued to make payments on behalf of the shareholder when it was operating at a loss which portrayed a debtor-creditor relationship.
• The shareholder had reasonable expectation of repayment for advances made prior to 2009 when the business was well-established and successful.
It is important to note that the Tax Court determined that the advances made after 2008 were capital contributions since the business was struggling financially (i.e. there was not a reasonable expectation of repayment of those advances).
Nonrecourse Carve-out Guarantees Don't Increase Basis & At-risk Amounts +
The Internal Revenue Service (IRS) announced in legal advice AM 2016-001 that if certain "carve-outs" of partnership nonrecourse liabilities are present, the liability will remain a nonrecourse liability and will not increase the guarantor's tax basis or at-risk amount until the event actually occurs. The carve-outs in the legal advice are as follows:
• the borrower fails to obtain the lender's consent before obtaining subordinate financing or transfer of the secured property;
• the borrower files a voluntary bankruptcy petition;
• any person in control of the borrower files an involuntary bankruptcy petition against the borrower;
• any person in control of the borrower solicits other creditors of the borrower to file an involuntary bankruptcy petition against the borrower;
• the borrower consents to or otherwise acquiesces or joins in an involuntary bankruptcy or insolvency proceeding;
• any person in control of the borrower consents to the appointment of a receiver or custodian of assets; or
• the borrower makes an assignment for the benefit of creditors, or admits in writing or in any legal proceeding that it is insolvent or unable to pay its debts as they come due.
IRC Section 752(a) provides that any increase in a partner's share of the liabilities of a partnership, or any increase in a partner's individual liabilities by reason of the assumption by the partner of partnership liabilities, is considered as a contribution of money by the partner to the partnership and increases the partner's tax basis in the partnership. Reg. Section 1.752-2(a) provides that a partner's share of a recourse partnership liability equals the portion of the liability for which the partner or related person bears the economic risk of loss. In general, a partner bears the economic risk of loss for a partnership liability to the extent that, if the partnership constructively liquidated, the partner would be obligated to make a payment to any person and would not be entitled to reimbursement. Reg. Section 1.752-2(b)(4) provides that an obligation to make a payment is generally disregarded if it is subject to contingencies that make it unlikely that the obligation will ever be discharged.
IRC Section 465 allows losses incurred by an individual engaged in a trade or business activity or in an activity for the production of income only to the extent of the amount by which the individual is at risk for the activity at the close of the tax year. IRC Section 465(b)(2)(A) provides that a taxpayer is considered at risk with respect to amounts borrowed for use in an activity to the extent that the taxpayer is personally liable for the repayment of the borrowed amounts. IRC Section 465(b)(6) provides that a taxpayer will be considered at risk with respect to the taxpayer's share of any qualified nonrecourse financing which is secured by real property used in the activity. "Qualified nonrecourse financing" means any financing which is borrowed by the taxpayer with respect to the activity of holding real property.
S Corporation Can't Avoid Income Properly Reportable in Closed Tax Year +
The Tax Court recently ruled (Squeri v. Commissioner, T.C. Memo. 2016-116) that a taxpayer could not avoid income recognition by essentially arguing against itself during an IRS examination.
The taxpayer in question was an S corporation utilizing the cash-basis method of accounting. However, rather than reporting income in the year of receipt, the taxpayer instead reported income in the year of deposit. The IRS corrected this during an audit of the taxpayer's 2009 and 2010 tax returns as follows:
2010 – increased income by amounts received in 2010 but not deposited until 2011; reduced income by amounts deposited in 2010 but received in 2009.
2009 - increased income by amounts received in 2009 but not deposited until 2010.
The IRS did not, however, reduce 2009 income by amounts deposited in 2009 but received in 2008. The reason – the statute of limitations had closed on the 2008 tax year.
The IRS argued that the duty of consistency, an equitable doctrine laid out in many court cases, prevents a taxpayer from benefiting in a later year from an error in an earlier year that cannot be corrected due to an expiration of the statute of limitations. The court agreed, ruling that the duty of consistency applied and that the amounts received in 2008 but deposited and originally reported in 2009 must be included in the taxpayer's 2009 taxable income.
The case further demonstrates that the IRS has a number of tools at its disposal to protect itself against taxpayers that may have second-thoughts on the tax treatment of certain items, where the IRS might otherwise be prevented from related adjustments due to the statute of limitations.
Income Earned by S Corp After Bankruptcy Commencement Taxable to Bankruptcy Estate +
Medley v. Citizen Southern Bancshares, (Bktcy Ct AL 5/17/16) 117 AFTR 2d P 2016-699
A Bankruptcy Court held that income from an S-Corp owned by debtors, with respect to an S-Corp tax year that ended after the commencement of the bankruptcy, was taxable to the bankruptcy estate and not the debtors. The Bankruptcy Court chose to focus on IRC Section 1366(a)(1), addressing the new shareholder's pro rata share of non separately computed income or loss at the end of the taxable year of the S-Corp.
The filing of a bankruptcy petition under Title 11, chapter 7 of the US tax code creates a new taxable entity know as the bankruptcy estate. This new entity is separate from the individual debtor.
Through the IRC Section 1398 Election, an individual debtor in a chapter 7 or 11 bankruptcy may be able to close his/her tax year in the same year in which the bankruptcy case starts, as long as it is before the date that the bankruptcy case commences:
1. When the election is made, the debtor's tax year is divided into two short tax years in which each is less than 12 months in length. The first short year starts before the commencement date and the second short year begins on the commencement date. The debtor's income tax liability for the first short year becomes an allowable claim against the bankruptcy estate and is viewed as having taken place before the commencement date of the bankruptcy estate.
2. If the election is not made, no part of the debtor's tax liability for the year in which the bankruptcy case commences is collectible from the bankruptcy estate. The debtor is responsible for the income taxes arising from the income generated.
Under the Medley v. Citizen Bancshares case, neither of the debtors made the 1398 Election on a timely basis. Therefore, the trustee stated that the liability for the S-Corp income tax would not attach to the bankruptcy estate.
The Bankruptcy Court held that the gross income of the S-Corp was income of the bankruptcy estate, not the debtors' income. The court stated that in an involuntary bankruptcy, the bankruptcy estate commences under code Section 1398, when it enters orders for relief.
Under code Section 1398 (e)(1), the bankruptcy estate is entitled to the bankruptcy income or losses as of the commencements date.
The gains or losses of the corporation for the year will flow through to bankruptcy estate under code section 1366(a)(1). This section addresses the pass-thru of items to shareholders through their pro-rata share of non-separately computed income or loss in which the taxable year of the S-Corporation ends.
New IRC Section 385 Regulations +
Treat related-party corporate interests as stock vs. debt
On April 4, 2016, the US Treasury Department and the Internal Revenue Service (IRS) released new proposed regulations (REG-108060-15) under Section1 385 (the Proposed Regulations) that dramatically transform the debt equity landscape that has been in place since the adoption of IRC 385 with the Tax Reform Act of 1969
The 1969 IRC 385 Statute mandated regulations, initially drafted and were promptly withdrawn in the 1970's after the tax community's objections. They were commonly referred to as "Thin Capitalization Rules" . Original Enactment of Section 385 Section 385(a), as originally enacted as part of the Tax Reform Act of 1969, which authorizes the Secretary to prescribe such regulations as may be necessary or appropriate to determine whether an interest in a corporation is treated as stock or indebtedness for purposes of the Code.
a. Section 385(b) provides that the regulations prescribed under section 385 shall set forth factors that are to be taken into account in determining in a particular factual situation whether a debtor-creditor relationship exists or a corporation-shareholder relationship exists. Under section 385(b), those factors may include, among other factors, the following:
(1) Whether there is a written unconditional promise to pay on demand or on a specified date a sum certain in money in return for an adequate consideration in money or money's worth, and to pay a fixed rate of interest;
(2) Whether there is subordination to or preference over any indebtedness of the corporation;
(3) The ratio of debt to equity of the corporation;
(4) Whether there is convertibility into the stock of the corporation; and
(5) The relationship between holdings of stock in the corporation and holdings of the interest in question.
In enacting section 385(a) and (b) in 1969, Congress authorized the Secretary to prescribe targeted rules to address particular factual situations, stating: In view of the uncertainties and difficulties which the distinction between debt and equity has produced in numerous situations. The committee further believes that it would be desirable to provide rules for distinguishing debt from equity in the variety of contexts in which this problem can arise.
The preamble of the regulations explained that differing circumstances characterized these situations and would make it difficult for the committee to provide comprehensive and specific statutory rules of universal and equal applicability. In view of this, the committee believes it is appropriate to specifically authorize the Secretary of the Treasury to prescribe the appropriate rules for distinguishing debt from equity in these different situations.
Now with the introduction of the 2016 IRC 385 Proposed Regulations, a new regimen is being proposed that would:
a. Authorize the IRS to treat as stock certain related-party interests that otherwise would be treated as indebtedness for federal tax purposes
b. The proposed regulations under section 385of the Internal Revenue Code (Code) would also authorize the Commissioner to treat certain related-party interests in a corporation for the first time as indebtedness in part and stock in part for federal tax purposes,
c. Establish threshold documentation requirements that must be satisfied in order for certain related-party interests in a corporation to be treated as indebtedness for federal tax purposes
d. Would treat as stock (equity) certain related-party interests that otherwise would be treated as indebtedness for federal tax purposes.
The proposed regulations generally would have far reaching impact that would dramatically affect corporations that issue purported indebtedness to related corporations or partnerships. These proposed regulations have current effective dates that should be carefully considered when revising or creating new debt equity structures.


text:
Khan must be challenged on transport cuts
The Clarion editors October 21, 2018 October 22, 2018 Elected mayors, Labour councils, Local government, Metro Mayors, Transport, Uncategorized
By a railway worker and trade union activist
Sadiq Khan, the incumbent Mayor of London, has been re-selected, unchallenged, to be Labour's candidate in the 2020 mayoral election. Of the Labour-affiliated unions to have a policy on the selection, all backed Khan, including the Transport Salaried Staffs Association (TSSA), which organises in Transport for London (TfL), which Khan ultimately administers. Momentum, now the dominant organisation of the Labour left, also backed him. The only note of dissent was struck by Hackney South CLP, which voted by a margin of two votes not to endorse Khan's re-selection.
Some of his support will undoubtedly have had positive motivations. Many will have been moved to back Khan out of solidarity with him as the victim of a right-wing hate campaign, often racist in character, and as an apparent tribune for basic liberal values against direct attack from the likes of Donald Trump.
But his unchallenged reselection as the candidate does not bode well for the ongoing project to remake the Labour Party as a force for working-class, socialist politics.
Judged against even the social-democratic potential of the Corbyn/McDonnell leadership of the Labour Party, to say nothing of a more thoroughgoing, radical socialism, Khan's record in office is not good. On transport, a particular and direct area of interest for me, as a railway worker, his record is alarming.
The TfL "fare freeze", and the creation of the hopper fare on buses, were headline policies for Khan. These are positive as far as they go, although neither go far enough: public transport is still extremely expensive in London, especially relative to cities with similar systems, such as Paris and New York. But on the central issue of transport funding, Khan has mounted no challenge whatsoever to the imposition of Tory austerity.
In 2013, the then Tory-Lib Dem coalition government announced a programme to gradually reduce TfL's central government subsidy. That reduction has now completed: the subsidy has been entirely abolished, forcing TfL and its subsidiaries to become self-funding, and rendering it the only major metropolitan transport system in the world not to receive state subsidy. Unsurprisingly, TfL bosses enthusiastically leapt on the funding crisis as an opportunity to make frontline cuts. In 2014, they closed all Tube ticket offices and slashed nearly 500 frontline station jobs, reduced from their initial figure of 953 after a campaign of strikes.
More recently, TfL has announced programmes of "Transformation" amongst its centrally-employed staff and in subsidiary companies like London Underground, with hundreds of jobs in engineering, admin, and elsewhere set to go. Parts of the transport system TfL outsources to private companies, such as London Overground, which is operated by Arriva Rail, are also carrying out cuts, with a mass programme of ticket office closure and job cuts planned on the Overground network.
On London Underground, a wholly-owned subsidiary of TfL and its largest component, many services are outsourced. The biggest of these is cleaning, contracted out to a private company, ABM Facilities, which employs over 3,000 cleaners on low pay. These cleaners have no company sick pay or holiday pay, and are frequently subject to management bullying and harassment. Unlike directly-employed London Underground staff, they do not have staff travel passes, meaning they have to pay to use the service which their labour helps to function.
Khan makes the right noises about workers' and migrants' rights, but presides over the hyper-exploitation of a predominantly migrant workforce at the heart of the transport system his mayoralty administers. This is, frankly, a disgrace. Whether it was feasible to stand a candidate against Khan for the selection is a strategic and tactical question, but the Labour left, and the left in the affiliated unions, has a political and moral responsibility to challenge Khan's record on these and other questions.
Khan is not "responsible" for the TfL funding crisis any more than local Labour councils are responsible for the funding crisis in local government. He, and they, are, however, responsible for how they respond. Just as Labour councils in Poplar in 1919-21 and Clay Cross in 1972 used mobilisation of the local labour movements to turn the institutions of local government into bastions of resistance to Tory cuts, a radical Labour mayor could've used their office to organise resistance to the Tories' abolition of the TfL subsidy.
Khan could've declared, in his election campaign and upon taking office, that it is simply impossible to efficiently and safely run public transport in London on the funding model the Tories were imposing; that it would lead to catastrophic breakdowns in the quality of service and possibly to serious accidents; and that he would stand side-by-side with transport unions, including on picket lines, and support both industrial and political resistance to the cut. As a minimum – as a bare minimum! – he should have been shouting from the rooftops about the cuts, in every interview and in publicity campaigns across the capital, pointing the finger at the Tories. There has been barely a whisper.
Even short of this radical approach, his office could insist that London Underground reverses the outsourcing of cleaning and employs cleaners directly; and, even short of this, he could insist London Underground provides travel passes to outsourced workers.
My union, the Rail, Maritime, and Transport workers union (RMT), recently voted, by a narrow margin at a special conference, not to re-affiliate to the Labour Party. In the London Transport Region, which organises workers employed by TfL and its subsidiaries, one of the most common arguments against reaffiliation is that it would tie us to support for Khan and his administration, thereby somehow implicating us in, or preventing us from effectively challenging, TfL cuts. In fact, in voting against affiliation, we have deprived ourselves of an ideal opportunity to challenge him directly, within the structures of his own party.
Affiliated unions and local Labour Parties must campaign on these issues. When RMT mounts industrial or political resistance to the cuts, we must appeal to the Labour rank-and-file to support us. In Hackney South, where the planned cuts on London Overground will hit particularly hard, the Constituency Labour Party has already resolved to work with unions to fight the cuts. Other CLPs can do likewise, and local Labour Parties and Momentum groups across London should be using all channels, inside the party and out, to pressure Khan and City Hall. Along with transport unions, they must demand that Khan supports resistance to the cuts, and throws the weight of his office behind it.
It is only because of diminished horizons and the depressing effect of years of defeat that this appears radical. In fact, it is the least we should expect of a Labour mayor.
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Published by The Clarion editors
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redpajama_set_name: RedPajamaCommonCrawl


Currently, I see that the login is not working from my site, so members can't signup. However, registration is accepted with a new member and they are taken to the member page. After logging out the member cannot access the member page again. It either goes blank or gives an error. There is Failed to load resource: the server responded with a status of 403 (Forbidden) error.
I performed couple of tests on both your and mine installation and even though I can constantly replicate the issue on your end, even with disabling possible causes, I had no luck seeing the same issue on my installation.
I have forwarded your thread to our dev guys so they can have a closer look at this and see what's going on.
I deactivated theirs and it seems it works fine. Before checking it, please, clear all cache in your browser or check it into incognito mode. Why do you use these defines?
WPMUDEV has the best support of any! Thank you for your diligent work to figure this out! It is very comforting knowing you have my back on my websites!
I will keep this mind in the future and on any other websites.


Here is how to create a snapshot of a TM1 report in Planning Analytics for Excel – PAX. This essentially does a copy, paste special, values on the TM1 formulae only, leaving all your Excel formulae untouched. It is very useful for creating a version of a TM1 report that is disconnected from the underlying TM1 data.


text:
Macrodactylus longicollis är en skalbaggsart som beskrevs av Pierre André Latreille 1812. Macrodactylus longicollis ingår i släktet Macrodactylus och familjen Melolonthidae. Inga underarter finns listade i Catalogue of Life.

Källor

Skalbaggar
longicollis

redpajama_set_name: RedPajamaWikipedia


Microfiche. v.8- [Washington, D.C.] : Supt. of Docs., U.S. G.P.O., [1992- microfiches : negative.
Paper copies available from: Army Research Institute, 5001 Eisenhower Ave., Alexandria, VA 22333-5600.
Description based on: Vol. 4 (Jan. 1991); title from caption.


text:
Why Men Have A Better Sense Of Direction Than Women
© chatterstone/Flickr
Trending News: Science Explains Why Men Are Better Navigators
Ian Lang
Because you might be better off having her do the driving while you read the map on your next road trip.
Norwegian researchers have confirmed an old adage, and the reason behind it: Men are more natural navigators, but only because we do so using different parts of our brain.
Stop me if you've heard this one: You and your lady are somewhere, and you decide you want to be someplace else. You pull up your destination on your phone and then, wordlessly, start walking. Where are you going??, she demands. "It's... over here," you gesture, at a loss to explain why you're so sure of your direction. If that sounds familiar, researchers at the Norwegian University of Science and Technology (NTNU) believe they've discovered why: Men navigate differently than women, using different parts of our brains.
18 men and 18 women were set up with 3D goggles and joysticks and given 30 seconds each to solve 45 navigational tasks in a large, complicated virtual world (they had an hour to familiarize themselves with the layout beforehand). While they completed the tests, their brains were also being imaged in real time. The tasks were relatively simple, asking subjects to find fixed objects from different starting points. In the end, men proved much more adept, completing 50% more of the tasks. They also moved faster.
"Men's sense of direction was more effective. They quite simply got to their destination faster," says Carl Pintzka, a medical doctor and PhD candidate at NTNU's Department of Neuroscience.
The researchers found that it has to do with the way the two sexes navigate. Women tend to discover and memorize routes, which is obviously effective most times in real life but has limited application when placed in unfamiliar territory. Men, on the other hand, rely more on cardinal directions (that is, a destination's location relative to your own). This is obviously more flexible — if you know that the car is "somewhere over there," the starting point doesn't matter much because you'll eventually find your way to it. Brain scans confirmed the differences: While both sexes used large areas of the brain, men showed more activity in the hippocampus, which the researchers say is necessary to make use of cardinal directions. Women relied more on the frontal areas of the brain.
They also observed another difference that will also sound familiar: Local memory. Women, they found, are much better at remembering the location of things, which partially explains why she always seems to know where the remote is. Put together, these attributes can make us powerful navigational teams. To use the parking lot example again, if she knows that the car is in C12 near the cart return, which you know to be "that way, somewhere," you'll find it a lot faster together than either of you would on your own. The researchers believe these navigational nuances have evolutionary origins.
"In ancient times, men were hunters and women were gatherers. Therefore, our brains probably evolved differently. For instance, other researchers have documented that women are better at finding objects locally than men. In simple terms, women are faster at finding things in the house, and men are faster at finding the house," Pintzka says.
It's been a good couple of weeks for guys: First science confirmed that we're better builders, and now navigation. As long as no one invents things like pre-assembled furniture or, like, an electronic navigation device, we'll be around for a long, long time.
Ask The Big Question
How pronounced are the differences in real life?
Disrupt Your Feed
This is why you don't doubt me, I (usually) know where I'm going.
Drop This Fact
The real reason we don't like to ask for directions? Sexism: Men are judged for seeking help, while women are expected to.
men versus women
These 19 Celebrities Swipe Right and Left Like You and MeRead More
Trending News: Male Athletes Are More Likely To Choke Under Pressure Than Women
'Parks and Rec' Legend Nick Offerman Talks Masculinity While Eating Hot Wings
A Third of Men Still Feel Pressured to Be Masculine, Movember Reveals
American Men Under Pressure to "Man Up" Reveals Study
In 'Ms. Monopoly' Women Get $240 for Passing Go


Manila gets a bum rap from a lot of travelers but I have found it to be a great place. Music bars and cafes are open 'till morning in the Malate/Ermita area.
Manila comments only. Don't discuss the hostels here, post a review on the hostel's page instead.
Manila is the capital of the Philippines, a huge city with more than twenty million people that seems to be expanding every day. The city has some really nice places to explore, but the pollution and traffic jams all over the city usually don't leave the best impression on travelers. You need to overcome this first shock and go out exploring the streets and people of Manila, the shopping malls and the nightlife, old neighbourhoods and historical sites. The city has its dangers and you should take the normal precautions while walking in the streets -– no valuables and only pocket money -- but don't be paranoid with it.
A must-see is the old Spanish capital of Manila called Intramuros. Getting here gives you the sense of going back in time. Churches, cannons, and the walls mark this place; despite being destroyed during World War II, it is the main tourist sight in Manila. Fort Santiago's ruins are located in the northern most part of Intramuros and are definitely worth a visit, giving an excellent history lesson about the Philippines. If you have the time and the right company, you can head to Ritzal Park and take lunch there, setting a picnic under a tree. Manila Bay is also nice to take a walk, but the main place for tourists and backpackers to hang around is the neighbourhoods of Ermita and Malate.
The easiest way to arrive in Manila is by airplane; from there, get an official airport taxi with the price displayed in the arrivals.
There are a lot of hostels in Manila and if you want to be in a central area with plenty of restaurants and bars, try to stay on Ermita and Malate. Manila's hostels usually have free Wi-Fi and nice and relaxed places. The hostels in Manila will have some travelers, but don't expect them to be packed; they are good places to exchange experiences and travel stories.
Hi, I'm CoffeeMarks, the Hostelz.com local expert for Manila hostels. Welcome.


text:
Woj: Nets to sign Tyler Johnson to $50M offer sheet
By Net Income Jul 3, 2016, 12:39pm EDT
Share All sharing options for: Woj: Nets to sign Tyler Johnson to $50M offer sheet
William Hauser-USA TODAY Sports
Miami Heat restricted free-agent guard Tyler Johnson has agreed to sign a four-year, $50 million offer sheet with the Brooklyn Nets, league sources, Adrian Wojnarowski reports.
Woj suggests it's unlikely Miami would match, calling it "prohibitive."
Once Johnson, 24, signs the offer sheet at the end of the free-agent signing moratorium on Thursday, the Heat will have three days to match the offer and retain Johnson – or let him leave for the Nets.
For Johnson, the contract represents one of the most rapid financial ascensions in recent league history: From an undrafted NBA Development League guard in 2015, to participating in only 68 games over parts of the past two seasons, to a staggering poison-pill contract that guarantees seasons of $18 million-plus and $19 million-plus in the final two years of the deal.
Specifically, the Nets would pay Johnson an amount equal to the MLE of $5.6 million and $5.9 millon in the first two years of his deal, then $18.9 million and $19.6 million in the third and fourth years. It's the same kind of deal the Rockets used to sign Jeremy Lin and Omer Asik in 2012.
As an undrafted player, Johnson is subject to the NBA "Arenas rule." Put simply, annual raises are limited years one and two but a significant raise can be included between the second and third years of the offer. The average price tag of the contract, $12.5 million would count against the cap for the Nets. For the Heat, the cap numbers would be as paid.
David Aldridge reports that the final year of the deal, when Johnson would make $19.6 million, is a player option.
Nets' offer sheet to Tyler Johnson—four years, $50M—has a player option after third year, per source. Incredible. https://t.co/JtGXzAwZB2
— David Aldridge (@daldridgetnt) July 3, 2016
Johnson, a hyper athletic 6'4" shooting guard, averaged 8.7 points and shot 48.6 percent overall and 38 percent from three in only 36 games, missing a significant amount of time to shoulder surgergy. Woj reports other teams, specifically Sacramento, Chicago, Charlotte and New Orleans were among aggressive suitors for Johnson ... with similar offers, but Johnson saw an opportunity to play in Brooklyn.
Here's Baskerball Breakdown's take on him from last season...
The Nets already have several young wing players under contract, including Bojan Bogdanovic, Rondae Hollis-Jefferson and Sean Kilpatrick. Also, the Nets tendered a qualifying offer to Markel Brown this week and drafted Caris LeVert, a combo guard 10 days ago.
Johnson maintains a personal website.
Sources: Nets to sign Tyler Johnson to $50M offer sheet - Adrian Wojnarowski - Yahoo Sports
Why the Nets reportedly gave a poison-pill offer sheet to Tyler Johnson - James Herbert - CBS Sports
Report: Tyler Johnson to sign $50 million offer sheet with Nets -Andy Vasquez - The Record
Nets test Heat with $50M offer sheet to rising Tyler Johnson - Brian Lewis - New York Post
Brooklyn Nets make offer to Miami Heat guard Tyler Johnson for four years, $50 million - Mike Mazzeo - ESPN
Nets to sign Heat restricted free-agent G Tyler Johnson to $50 million offer sheet, per report - Alex Kirshner - SBNation.com
Should Miami Heat match on Tyler Johnson or let him leave for Brooklyn Nets? - Kevin Pelton - ESPN Insider
Stein: Will Daryl Morey try to spring a Ben Simmons for James Harden trade in summer?


> because there were no sane dependencies at all. I hope that is now fixed.
> libraries, those must go to testing first).
OK, I'll move everything directly to extra.
> archrelease is called by testingpkg/extrapkg automatically.
Ah, that's what I hoped. Thanks.
> on every PKGBUILD file so Subversion will work.
>> several hundred MB! Please tell me if this is going to be a problem.
>> PKGBUILD using these would be based on a constantly moving target.
>> revision number of each TeXLive package it provides).
> -h while you're doing it.


Online lending platform that connects graduate students with investors.
By Anna Irrera NEW YORK (Reuters) – Online student lender CommonBond on Monday started offering loans designed explicitly for medical and dental students, as the startup expands its suite of discipline-specific loans. The new service aims to offer a more affordable alternative to would-be doctors and dentists than what they typically access through the U.S.
TIME Magazine included two online lenders--CommonBond and Oportun--in its list of genius companies in 2018.
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When CommonBond is mentioned in the news, Nudge.ai often sees topics like Government, and Food. If your conversation focuses on these topics, you'll probably get CommonBond's attention.
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Over Christmas I had a few days off and continued my big de-clutter by clearing out my wardrobe.
I keep the current season's clothes in my main wardrobe, while the 'off' season (in this case summer) clothes live in an under bed zip bag. I have another bag in which I keep 'occasion clothes' e.g. the black dress, the outfit for going to weddings and a few things which get re-circulated for Christmas parties.
I took everything out of the wardrobe and bags and had a long hard look at it and asked myself some questions. Did it fit? Did I like it? Was it a mistake buy? Had I worn it in the last year? Was it old and tired?
The clothes I let go included a couple of tatty and faded T shirts, a burgundy blouse (ugh!) and some very tired jumpers.
Next I went through my jewellery box and added some necklaces and bracelets which haven't been worn in years to the pile. It's so easy to accumulate stuff and then forget you have it.
The result now is that I can see everything I have in my wardrobe and it's all organised. What was interesting is that this exercise also showed me where I need to replace clothes. For instance, two of my work blouses (bought from a charity shop) are now very tired so I will be looking out for replacements. I could also do with another long sleeved T shirt top. What's interesting is that I couldn't see this until I had a clear out – with everything piled in the wardrobe, I just rummaged around all the time among clothes I didn't wear.
How do you organise your clothes? Do you have regular clear outs?
I've just revamped my wardrobe. Even though I try to buy items that go together it hasn't been working recently (if I'm honest that's mainly down to the huge amount of weight I've put on since August). So I bought about a dozen things and it's given new life to some old things as well as providing me with lovely new things I can wear instead of having a wardrobe full of clothes that made me feel guilty now I'm fatter!
I need to fit out my wardobe again, so I shall be visiting the charity shops in a town a few miles away where there are lots of big expensive houses with huge landscaped gardens – in short, RICH people. They give excellent quality clothes away to the charity shops and I profit from their largesse!
Oh crumbs I'd forgotten about the photo – bear with me and I wll post one shortly!
Hi Tawny, I haven't visited in a long time but it's great to hear you're still working away at decluttering. I usually go through my closet when the seasons change and donate anything I'm not wearing or throw away/recycle clothes that have seen better days. I work at home so my wardrobe it pretty casual (yoga pants and jeans) with a few dresses and dress pants thrown in for church, going out, etc.
Hi Sandra, we had a lovely Christmas, hope you did too. It definitely sounds as if going through the closets regularly (at least twice a year) is the way to go to keep on top of things.


Personal statement for accounting graduate school, as well as statement of purpose accounting, is one of the most important documents for the admission. Obtaining an Accounting MBA doesn't mean that you are going to end up as an accountant. It is a requirement for many management positions in the finance field such as financial analyst, budget analyst, investment banker and finance officer but can also be used as a stepping stone to management positions in many different fields providing you with a great deal of flexibility in the direction you wish to take your career, for this you will have to write the SoP accounting essays require.
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Walter L. Morgan – A name well known in the business world, Walter L. Morgan was a CPA and is considered the father of the mutual fund industry. When he died in 2000 at the age of 102, he was the oldest living accountant and CPA.
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The aim of this essay is to compare the purposes for which General Purpose and Special Purpose Financial Reports are used, and by whom. It will be argued that both types of report are equally important in the accounting system.
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The Institute of Architects Pakistan (IAP) - Karachi Chapter (KC) is arranging its twelfth international exhibition of building products IAPex-2016 from 22th to 24th April, 2016.
IAPex is not only and exhibition of building products but it is an occasion that connects industry with academia, general public with experts and students with professionals. Occurrence of international architectural discourse along with the building products exhibition draws the attention of all key players, traders, leading professionals and stakeholders of the building industry to a single venue for three days every year. The Building Material & Product Exhibition, as a part of the IAPex-2016, is open for all and free of charge, therefore IAP welcomes any interested person to come and make it a successful one.
The Conference is only open for architects and requires registration. HKIA member, Mr Joseph KWAN is one of the guest speakers for Technical Session 2 on Day 2 of IAPex. For those HKIA members interest in attending the Conference, IAP will charge them a nominal fee at the venue.


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Hi! Sign in to let us know how San Domenico Ny was?
Always our FIRST stop when we visit New York!
THE BEST OF ITALY, IN NEW YORK!!!
The Best and Most Luxuriant Italian Restaurant in the World!
Best Italian Restaurant in the world!
Cons: Service is a big-to-do, for food that is just "blah."
I would never suggest it to an italian tourist. Disappointing.
Pros: The only pro has been the kindness of the italian waiter Felice.
We were seated prompty (with an early reservation). The food was just above average. Service was good throughout the dinner but when it came time to get the check, we waited over 20 min. to get their attention. Won't be returning.
If you've been to or used San Domenico Ny, leave a review.