Central Ohio Tax Attorneys

Our tax lawyers are experts at tax planning relating to the organization and structuring of entities, as well as in mergers and acquisitions, reorganizations, and other dispositions. We further advise on the tax aspects of business succession planning through preparation, review, and negotiation of instruments such as operating agreements, shareholder agreements, employment contracts, buy-sell agreements, business succession plans, estate plans, and qualified and nonqualified deferred compensation arrangements. We help structure and negotiate virtually all types of business transactions to be consummated in the most tax-advantaged way possible.

We regularly advise on such matters as:

• Preferred taxable entity type- C corporation vs. S corporation vs. partnership vs. disregarded entity
• Funding the business
• Mergers and acquisitions – proper tax structuring and consequences
• Tax consequences and structuring of reorganizations, conversions, leveraged buy-outs, spin-offs, and dispositions
• Operating Agreements, Shareholder Agreements, Buy-Sell Agreements
• Corporate finance, recapitalizations, and leasing transactions
• 336(e) & 338(h)(10) elections – treating stock sales as asset sales for tax purposes
• Business succession planning
• Raising capital through the issuance of stock/equity interests
• Allocating tax attributes other than in accordance with ownership interests
• Self-employment taxes – applicability, reduction, and avoidance
• Fringe benefits 
• Tax-exempt and non-profit organizations – formation, applying for tax-exempt status, mergers and acquisitions, and joint ventures 
• State and local tax issues, including sales tax

Learn additional ways our Business Law Group can protect your business.

A debt restructuring can result in debtor taxation without any receipt of cash if not carefully structured. Our corporate tax attorneys work to advise debtors regarding bad debt deductions and income arising from the cancellation of indebtedness because of business debt restructuring and workouts. We advise on reporting obligations to assure compliance with the law, while minimizing the adverse tax consequences.

Skilled employees are the lifeblood of any business. A large component in retaining such employees is the executive compensation and employee benefits arrangements provided. We regularly advise business owners and executives on the tax-advantageous forms of executive compensation, as well as drafting and reviewing plan-related documents, including summary plan descriptions, election forms and IRS and Department of Labor documents.

Internal Revenue Code Section 1031 permits the exchange of real property used for business or held as an investment solely for other business or investment property that is the same type, or “like-kind,” with a deferral of tax liability that would ordinarily arise from the sale of the first asset. (Pursuant to the Tax Cuts and Jobs Act of 2017, gain or loss deferral is now available only for exchanges of real property and not to exchanges of personal or intangible property.) Our experienced tax attorneys can advise you on structuring a like-kind exchange that meets IRS requirements. We regularly help our clients with documentation requirements, meeting deadlines and minimizing the risk of loss of exchange funds.

Carlile Patchen & Murphy LLP represents businesses and individuals in state and federal tax audits. Our tax lawyers are well versed in state and federal voluntary disclosure programs that provide significant relief, including Ohio income, sales and use tax disclosure programs, the federal employee classification disclosure program, and the federal foreign bank account disclosure program.

We have the skill and experience to work out a negotiated settlement with the IRS and state taxing authorities when it is in the best interests of our clients, combined with the ability to litigate tax disputes. We receive regular referrals from accountants and other lawyers – and have had great success in reversing adverse audit results upon appeal within the IRS and negotiating favorable resolutions with state taxing authorities.

The Low-Income Housing Tax Credit, New Markets Tax Credit, Historic Rehabilitation Tax Credit, and recently-created Qualified Opportunity Zones program have fueled the development of affordable housing and historic preservation properties and made investment capital and loans available to businesses in qualifying low-income communities.

We have assisted developers in financing affordable housing projects, from applying for and obtaining low-income housing tax credits to financing the development and operation of the completed projects through private and public lenders and institutional investors. Our clients have frequently benefited from combining the Low-Income Housing Tax Credit with the Historic Rehabilitation Tax Credit.

We regularly represent affordable housing management companies and owners before state housing finance agencies in connection with ongoing operational requirements and audits imposed by the IRS. We also are experienced in negotiating the exit of investors and the refinancing of project indebtedness at the end of the 15-year Low-Income Housing Tax Credit compliance period.

Our clients have benefited from the New Markets Tax Credit in obtaining loans used for commercial real estate rehabilitation and new commercial real estate construction in the low-income communities they serve.

Read more about Affordable Housing and Tax Credits.

The complicated world of trust and estate taxation can be hard to navigate at times, but our expert attorneys are here to help. We often advise clients and their family members about the importance and benefits of various gifting or inheritance scenarios, and ensure our clients understand the taxation of each.

Learn how our Estate Planning Group can help pick the right plan for you.