Badyal Law PC has the breadth and depth of experience to help you regardless of whether you are trying to navigate the morass of the tax laws, fight the IRS, start a business, sell your business, plan for business succession, or form an investment fund, or enter into a partnership or other joint venture. Click to expand the headers below for additional discussion of some of the types of matters Badyal Law PC is available to provide counsel.
Joint Ventures, Private Placements and Fund Formation
Badyal Law regularly advises clients in connection with organizing, operating, capitalizing, syndicating and dissolving joint ventures, limited liability companies, limited partnerships and other business entities. Mr. Badyal’s deep understanding of U.S. tax laws allows him to identify and address opportunities for significant tax savings in connection with these matters.
Choice of Entity and Entity Formation
Whether you are looking to create a new corporation, limited liability company (LLC) or limited partnership (LP) to provide yourself and your business limited liability protection, to take advantage of U.S. or foreign tax benefits, or to formalize a joint venture, Badyal Law can help you. Badyal Law will not only form and organize your new entity, but we will also provide advice on what type of entity is right for you. The business and tax implications of picking the wrong entity (e.g., choosing a corporation when you should have formed an LLC) can be enormous. So it is imperative that you don’t settle for a faceless website when organizing your business, speak with an experienced attorney before making this important decision.
Federal Income Tax
In addition to providing general tax advisory services, Badyal Law advises clients with respect to various issues relating to both domestic and foreign transactions, including transfers of U.S. real property by domestic or foreign investors; the sale of foreign businesses by U.S. taxpayers; all forms of transactions involving LLCs and partnerships; corporate mergers and acquisitions; Section 1031 exchanges; international asset transfers; formation of offshore hedge funds; and many other types of transactions.
Additionally, Badyal Law is well versed in negotiations with the IRS. Mr. Badyal has represented U.S. taxpayers before the IRS who (i) failed to file tax returns, (ii) are unable to meet their tax obligations or (iii) paid all of their taxes in a timely fashion, but were nonetheless undergoing rigorous IRS audits. Mr. Badyal can help you convince the IRS that you do NOT owe them back taxes. If you have received notices from the IRS, you should call Badyal Law PC today. Many taxpayers believe that they don’t need assistance dealing with the IRS in an audit. Mr. Badyal’s philosophy is that there is no such thing as “just an audit.” If the IRS is contacting you, this is potentially the beginning of a serious, time consuming and expensive tax controversy. By treating all audits as serious matters, we minimize the chances that your audit will mature into a tax deficiency or an enormous waste of resources. Mr. Badyal has seen numerous expensive tax issues that could have been avoided by making the right decisions right away.
Section 1031 Like-Kind Exchange
Typically, when you sell your property and use the proceeds of the sale to purchase new property you are subject to tax on all of the gain from the property you sold. However, if properly structured, you can sell your property and acquire new property tax free under section 1031 of the Internal Revenue Code. Badyal Law PC has experience handling dozens of section 1031 exchanges (including exchanges of raw land, office buildings, apartment buildings and even a $30,000,000 Ferrari collectible).
Any property held for investment or business purposes can potentially be exchanged for new property that is of “like-kind” with no current income tax. Properties are of like-kind, if they are of the same nature or character, even if they differ in grade or quality. Two different pieces of real estate are generally of like-kind, regardless of whether the properties are improved or unimproved. However, real property in the United States and real property outside the United States are not like-kind properties. The rules for determining whether two personal properties are of like-kind are more complex.
State and Local Tax
Mr. Badyal has been involved in numerous matters implicating State and Local tax issues, including possibly the largest New York City residency audit in history; various planning and appeals issues relating to real and personal property taxes; numerous California state income tax audits, and a significant number of matters involving California and/or multi-state sales tax issues.
Executive Compensation and Section 409A
If you are entering into a new employment agreement with your employer that includes stock options or other deferred compensation, you should be aware of the tax implications of doing so. In 2004, Congress, in its infinite wisdom, enacted section 409A of the Internal Revenue Code. Section 409A applies to all “nonqualified deferred compensation” and to say this provision was poorly drafted would be an incredible understatement. The implications of violating section 409A are catastrophic. Therefore, whether you are an employer or an employee, if you are signing an employment agreement that includes deferred compensation, please be sure to consult a tax attorney. As an employee, it is imperative that you not rely on your employer’s legal counsel when it comes to section 409A.
Historic Tax Credits and Renewable Energy Tax Credits
The use of tax credits has grown into a key driver for the successful completion and development of real estate projects, community revitalization programs and renewable energy projects. We have been involved in a number of Historic Rehabilitation Tax Credit projects and Renewable Energy Tax Credit projects. Badyal Law PC is available to provide tax advice to consumers, real estate developers and other law firms that do not have the specific experience structuring tax credit transactions.
International Tax – U.S. Taxpayers Investing Abroad
When it comes to outbound investment by U.S. taxpayers there are a number of issues to take into account. Generally, the most important considerations are (i) will you be able to take advantage of Foreign Tax Credits for the taxes you pay to foreign taxing authorities, (ii) will your foreign income be taxable in the U.S. as it is earned or will your U.S. taxes be deferred until funds are brought back into the U.S., (iii) should you capitalize your foreign business with debt or equity, (iv) will your foreign income be entitled to the benefits of any income tax treaties and (v) is there any risk that the IRS will argue that all or a portion of your foreign income was earned in the US while foreign taxing authorities will argue that the income was earned abroad? These are only a few of the issues to consider when making an investment abroad, Badyal Law PC is available to guide you through these issues as well as a host of other issues with which you will be confronted.
International Tax – Foreign Taxpayers Investing in the U.S.
Many foreign taxpayers are shocked when confronted with the complexities of the U.S. tax system. That is why it is especially important for foreign taxpayers to hire an experienced U.S. tax attorney. Badyal Law PC has advised clients interested in expanding their businesses into the U.S. and clients interested in purchasing U.S. real property for personal use.
There are a number of issues to consider when expanding your business into the U.S. For example, what portion of your income will be sourced in the U.S.; how can you minimize U.S. source income; will you be entitled to any benefits pursuant to an income tax treaty between the U.S. and your country of residence; should you form a corporation in the U.S. or operate through a branch; should you capitalize your U.S. business with debt or equity? The answers to each of these questions will have a profound effect on your combined foreign-U.S. tax liabilities.
Representation Before the IRS and Other Tax Audits and Tax Controversies
Badyal Law is well versed in negotiations with the IRS as well as state and local tax authorities. Mr. Badyal has represented U.S. taxpayers before the IRS who (i) failed to file tax returns, (ii) are unable to meet their tax obligations or (iii) paid all of their taxes in a timely fashion, but were undergoing rigorous IRS audits nonetheless. Badyal Law can help you convince the IRS that you do NOT owe them back taxes. If you have received notices from the IRS, you should call us today. Many taxpayers believe that they don’t need assistance dealing with the IRS in an audit. Our philosophy is that there is no such thing as “just an audit.” If the IRS is contacting you, this is potentially the beginning of a serious, time consuming and expensive tax controversy. By treating all audits as serious matters, we minimize the chances that your audit will mature into a tax deficiency or an enormous waste of resources. Mr. Badyal has seen numerous expensive tax issues that could have been avoided by making the right decisions right away.