Re: Fwd: Narrows

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here you have pretty good evidence of a biz purpose unrelated to this =ransfer, transfer of Ilc interest for partnership =nterest. .. if not today , we can put some other =nvestments into narrows, and reserve the opportunity for later.

Perhaps. On the other hand, there are risks. I =elieve I gave you a cite to an advisory opinion in which it was determined==hat a corporation, wholly owned by one stockholder, failed the Moline =roperties test. The corporation owned a boat that was docked part of==he year in NY. The court disregarded the corporate entity and =ubjected the stockholder to use tax.

In our case, I believe, there =s one member of the LLC, that member also is the manager with full =uthority, the member has the right to withdraw at any time, the LLC's =ssets are personal use assets (many of which are hanging on his wall), and==he LLC guaranteed the payment of the member's loans. It would not be a =tretch for the NY taxing authorities to asset that a sales tax is due unde==Moline Properties. We must consider this risk among the many factors in =omparing the various planning =trategies.

IRS Circular 230 =isclosure:

To ensure compliance with requirements imposed by the IRS, w==inform you that any U.S. federal tax advice contained in this communicatio==(including any attachments) is not intended or written to be used, and =annot be used, for the purpose of (i) avoiding penalties under the Interna==Revenue Code or (ii) promoting, marketing or recommending to another party==ny transaction or matter addressed herein.

Alan S. Halperin I =artner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue =f the Americas I New York, NY 10019-6064 (Direct Phone) ==(212) 492-0313 (Direct Fax