Forming a Delaware corporation or limited liability company (“L.L.C.”) is remarkably easy. Remembering what to do with its internal records afterwards can be another matter. Corporate attorneys are frequently asked to form corporations and limited liability companies for use as blockers, holding companies, or acquisition vehicles in connection with a transaction. The entity itself may be only a small part of a much larger transaction, with most of the attention being paid to the purchase agreement, financing documents, or other agreements that is entered into by the newly formed entity. Once the transaction is completed, however, the internal corporate records of the newly formed entity can easily become an afterthought. The issue often resurfaces months or years later when a lender, purchaser, investor, or foreign counsel asks to see them. In his article, Simon Prisk looks at the various ancillary documents that are executed and then frequently ignored by clients that do not have an internal legal department. Examples include (i) certificates of formation, (ii) bylaws, (iii) subscription agreements, (iv) amendments to reflect changes to formal ownership records, and (v) a physical or digital minute book.

Over the past several years, the I.R.S. has targeted tax-free partnership transactions designed to shift tax basis to property in a way that will yield tax savings for the partner, the partnership, or both. The goal of these transactions is to use the interplay of rules governing inside basis and outside basis to shift tax basis from assets where it is less beneficial for income tax purposes to assets where a higher basis provides greater benefits, i.e., because the asset offers greater cost-recovery deductions or smaller taxable gains when sold. Regulations were adopted in final form during the last days of the Biden Administration, but were withdrawn in Notice 2025-23, with effect as of the date of their issuance. In his article, Wooyoung Lee (i) observes that, while the regulations were withdrawn, the I.R.S. has not withdrawn Rev. Rul. 2024-14, which accompanied the proposed regulations when issued in 2024 and explains the three types of basis-shifting transactions that, in the view of the I.R.S., fail the economic substance doctrine that is codified in Code §7701(o).

Foreign owners of single member U.S. limited liability companies (“L.L.C.’s”) are often told that an L.L.C. with one member is a disregarded entity for U.S. tax purposes. They assume that it means exactly that: disregarded. The assumption is understandable. It was true in almost every relevant respect for many years. It is still true for U.S. income tax purposes. A single-member L.L.C. generally files no income tax return of its own. Its income, deductions, and assets belong to its owner. But the assumption is wrong in one important respect. Since 2017, a foreign-owned single-member L.L.C. has been treated as a domestic corporation for purposes of the reporting and record-maintenance obligations under Code §6038A, involving transactions between the L.L.C. and its foreign related parties. The reporting mechanism is Form 5472 (Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business.) The I.R.S. instructions confirm that a reporting corporation includes a ≥25% foreign-owned U.S. corporation, including a foreign-owned U.S. disregarded entity. On April 24, 2026, the I.R.S. released Chief Counsel Advice 202617012 (“C.C.A.”). The C.C.A. addresses when the reasonable cause exception to the Code §6038A penalty applies and, in particular, what it means for the I.R.S. to apply that exception “liberally” for certain small corporations. In her article, Galia Antebi explains (i) Code §6038, (ii) the reasonable cause standard in Treas. Reg. §1.6038A-4(b), and (c) how that standard was applied in the C.C.A. While the C.C.A. may not be used or cited as precedent, it serves to illustrate how the I.R.S. evaluates reasonable cause at the time of the C.C.A.’s issuance.

For many non-U.S. individuals, obtaining a U.S. Individual Taxpayer Identification Number ("I.T.I.N.") represents their first substantive interaction with the U.S. tax system. At first glance, the process may appear relatively straightforward: complete Form W-7, provide the required supporting documentation, submit the application to the I.R.S., and await issuance of the I.T.I.N. In practice, however, the process is considerably more nuanced. All of these steps must be coordinated through an I.R.S. Certifying Acceptance Agent ("C.A.A."), assuming the individual does not wish include his or her passport in the packet of documents sent to the I.R.S. In his article, David te Boekhorst, the Founder and the Director of Angularis Global Services Inc., offers practical observations drawn from true life experience working in coordination with legal and tax advisors to assist international clients in navigating the administrative and compliance-related dimensions of the I.T.I.N. application process. He addresses (i) the purpose of the I.T.I.N. program, (ii) the role and responsibilities of the C.A.A., (iii) common misconceptions surrounding I.T.I.N.’s, and (iv) practical lessons learned from guiding foreign individuals through the application process.