IRS Compliance & PenaltiesAnswered

Why does one 'membership interest sale' have three possible US tax outcomes?

OA
oscar_a55fnew member
June 2, 2026 890 views 1 answer
entity-classificationmembership-interestllc-exitdeal-structuring

I'm negotiating to sell my stake in a US LLC, and every adviser answers my tax questions with 'it depends on the classification.' The contract is a standard membership-interest purchase agreement either way. How can the identical legal document produce different US tax results, and what should I pin down before we sign?

Related Questions

ComplianceAnsweredFeatured

Buyer is purchasing 100% of my single-member LLC — is that a company sale or an asset sale for US tax?

I'm a non-US founder with a single-member Wyoming LLC (disregarded entity, I file Form 5472 with a pro forma 1120 every year). A US buyer wants to acquire 100% of my membership interest. My lawyer dra...

T8
tomas_8c1f·May 12, 2026
1,8401
ComplianceAnsweredFeatured

What interest rate do I have to charge on a loan from me (the foreign owner) to my US LLC?

I wired money into my US LLC to fund operations and we're calling it an owner loan. What interest rate keeps the IRS happy under the section 482 rules? Is there a safe range tied to the AFR I can just...

M6
mateus_6b13·May 20, 2026
1,8101
ComplianceAnswered

I have a large seller note — what are the section 453A interest charge and pledge rule?

I sold a US business and I'm carrying a big seller note. Someone mentioned a section 453A 'interest charge' and a 'pledge rule' if I borrow against the note. When do those kick in, and what happens if...

S6
sven_6b21·May 27, 2026
1,0601
ComplianceAnswered

Selling my 40% of a two-member US LLC — what does section 864(c)(8) actually do to my gain?

Our LLC has two foreign members and files Form 1065 as a partnership. I'm selling my 40% interest to a US buyer. I assumed my gain would be foreign-source capital gain with no US tax, but the buyer's ...

DB
dmitri_b2c5·May 15, 2026
1,9601
ComplianceAnswered

Real-estate-heavy partnership LLC: buyer's counsel says FIRPTA and 1446(f) both apply — do we stack 15% plus 10%?

I'm a foreign member selling my interest in a US LLC taxed as a partnership. Most of its value is a commercial building. The buyer's lawyer flagged that a FIRPTA rule for partnership interests AND the...

E9
elif_91c0·May 21, 2026
9801
ComplianceAnswered

Does electing C-corp on Form 8832 help or hurt my tax treaty benefits as a foreign owner?

I'm a foreign owner of a US LLC in a country with a US tax treaty. Someone suggested electing C-corp status to 'use the treaty.' Does becoming a corporation actually help my treaty position, or could ...

S2
sven_2a87·May 18, 2026
1,2401
ComplianceAnswered

If I receive client money into my personal foreign account before moving it to the LLC, does the LLC still have an FBAR problem?

I am in Argentina and my U.S. LLC is still new, so some clients keep paying into my personal business account in Buenos Aires before I transfer the money to the Delaware LLC. I know this is not ideal ...

L0
leandro_0852·Oct 1, 2024
2,6701
ComplianceAnswered

Does the FIRPTA buyer really withhold 15% of the whole price at the first payment?

I'm selling US real estate to a US buyer on installments. My buyer's attorney says they have to withhold 15% of the entire sale price out of the first payment, but my down payment is small and that wi...

A2
amara_2c55·May 19, 2026
1,7901
ComplianceAnswered

Does my U.S. LLC file Form 8938, or do I as the owner — when the foreign account is held by the LLC?

My foreign-owned single-member Wyoming LLC opened a bank account in Singapore for vendor payments. The account holds about $80,000 across the year. I'm a non-resident alien (the LLC's owner). Form 893...

O3
olivia_3495·May 8, 2026
01
ComplianceAnswered

Can I use the installment method when I sell my interest in a US partnership/LLC?

I'm a foreign partner selling my interest in a US LLC taxed as a partnership, with the price paid over three years. Can I report on the installment method, and is there any withholding on the sale lik...

D9
diego_9f33·May 23, 2026
1,3801

Have a similar question?

ForeignLLCTax members get expert answers with IRS citations. One CPA consultation costs $200+. Full access is $9.99/month.

Become a Member — $9.99/mo

Disclaimer: All content on ForeignLLCTax.com is created by a tax professional and is provided for general educational and informational purposes only. It does not constitute tax, legal, or accounting advice, and should not be relied upon as such. Every tax situation is different — for advice specific to your circumstances, please consult a licensed CPA, Enrolled Agent, or tax attorney. By using this website, purchasing a subscription, or accessing any tools or services, you acknowledge that no client-professional relationship is established between you and ForeignLLCTax.com or its operators. This website is not affiliated with the IRS.

Watch the walkthroughs