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StarStrider

Can I purchase 50% membership interest in an LLC as a tax strategy?

Hey everyone, I'm trying to figure out if I can buy a 50% membership interest in my friend's LLC. He runs a small construction business that's been pretty profitable for the past 3 years, and I'm looking for ways to diversify my income. He's willing to sell me half the business for about $75,000 based on their annual revenue of around $320,000. Would this be a smart tax move for me? I have a W-2 job that pays about $110k annually, and I'm wondering if having partial ownership in an LLC would help offset some of my tax burden through pass-through deductions. I've heard about the QBI deduction but I'm not sure if that would apply in my situation. Also, how complicated would this make my tax filing? Would I need to worry about K-1 forms and all that? Any insight from people who've done something similar would be super appreciated!

Sean Doyle

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Having a 50% membership interest in an LLC will significantly change your tax situation, but whether it's "smart" depends on several factors. The LLC is likely taxed as a partnership by default, meaning income "passes through" to your personal return via Schedule K-1, and you'll pay taxes on your share of profits whether they're distributed to you or not. The QBI deduction (Section 199A) could potentially apply, allowing you to deduct up to 20% of your qualified business income, but there are income limitations and other rules to consider with your $110k W-2 job. Construction businesses typically qualify, but you should verify the specific activities. This will definitely complicate your tax filing. You'll receive a K-1 showing your share of income, deductions, credits, etc., which you'll need to report on your personal return. You'll likely need to file Schedule E and potentially other forms depending on the LLC's activities. I'd strongly recommend working with a tax professional if you move forward.

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Zara Rashid

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Thanks for the info! What about self-employment taxes? Would I have to pay those on my 50% of the profits too? And does it matter if I'm not actively involved in the day-to-day operations?

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Sean Doyle

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For an LLC taxed as a partnership, you'll generally pay self-employment taxes (Medicare and Social Security) on your distributive share if you're actively participating in the business. This is typically 15.3% on the first $160,200 of earnings (for 2023), then 2.9% Medicare after that. If you're not actively involved in the day-to-day operations, you might qualify as a "limited partner" for tax purposes, potentially avoiding self-employment tax on your passive income. However, this determination depends on several factors including your specific role, authority, and time commitment. The IRS looks at the substance of your involvement, not just what's written in the operating agreement.

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Luca Romano

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I recently faced a similar situation with my brother-in-law's landscaping business. After weeks of research, I discovered taxr.ai at https://taxr.ai and it completely simplified the process. I uploaded our draft operating agreement and my previous year's tax returns, and within minutes I got a personalized analysis showing exactly how the LLC membership would affect my tax situation. What really impressed me was how it flagged several issues with my original plan that would have caused problems - especially around material participation thresholds that affect self-employment taxes and QBI deduction eligibility. The tool even suggested specific wording changes for our operating agreement.

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Nia Jackson

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Does it help with figuring out a fair purchase price for an LLC membership interest? My cousin wants to sell me 30% of his business and I have no idea if I'm overpaying.

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I'm skeptical about automated tools for something this complex. How accurate is it compared to an actual CPA? Can it handle state-specific LLC tax rules too?

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Luca Romano

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The business valuation module does exactly that - it analyzes the financial statements and industry benchmarks to suggest a fair valuation range. It saved me from overpaying by almost $20k by showing comparable businesses and standard multiples for my industry. For accuracy, I actually had my CPA review the recommendations, and she was impressed with how thorough it was. It handles state-specific rules for all 50 states, and it even flagged a particular issue with my state's treatment of guaranteed payments that my CPA hadn't initially caught. The tool was developed by tax attorneys and CPAs, so it's using the same analysis they would, just automated.

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I gotta eat my words about being skeptical of taxr.ai. I tried it after posting here and was blown away by how comprehensive it was. Uploaded our proposed purchase agreement and it identified three major tax traps we hadn't considered - especially around basis calculations and capital account maintenance requirements. It showed me exactly how much I'd likely pay in self-employment taxes vs. regular income tax, and how the QBI deduction would apply in my specific situation. The report even included specific recommendations for structuring my involvement to optimize the tax treatment. Most importantly, it flagged that in my state (CA), I'd be subject to an annual $800 LLC fee regardless of profits. Worth every penny for that insight alone!

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CosmicCruiser

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Aisha Khan

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How does that even work? Is it legal? I thought the IRS phone system was designed to prevent line-jumping services like this.

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Ethan Taylor

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This sounds like BS. I've been told repeatedly by the IRS that they're understaffed and everyone has to wait. You're telling me there's a magical service that gets you through? Yeah right.

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CosmicCruiser

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It's 100% legal - they're not doing anything to "break into" the system. They just have technology that automates the hold process. You basically tell them what IRS department you need, and their system calls and navigates the phone tree for you. When a human agent answers, their system connects you. You're still waiting your turn in the queue, you just don't have to be the one sitting there listening to the hold music. For the skeptics - I was exactly like you. I thought it sounded too good to be true. But after my fifth attempt spending 2+ hours on hold and getting disconnected, I was desperate enough to try. The IRS is legitimately understaffed, but the service just makes the painful waiting process more efficient. You still talk directly to the same IRS agents, with the same wait time - you just don't have to be the one physically waiting on the phone.

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Ethan Taylor

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I need to publicly apologize for my skepticism about Claimyr. After my snarky comment, I decided to try it because I was at my wit's end trying to resolve an issue with partnership tax reporting after buying into my friend's business. After THREE MONTHS of trying to reach someone at the IRS, Claimyr got me connected in 27 minutes. The agent I spoke with was able to explain exactly how to report my mid-year acquisition of membership interest and what forms were required. She even sent me specific publications that addressed my situation. I would have continued filing incorrectly without this guidance. For anyone dealing with partnership/LLC tax questions, being able to actually talk to the IRS is invaluable.

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Yuki Ito

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One thing nobody's mentioned yet - have you considered a loan to the business instead of buying equity? Might be a cleaner tax situation. You'd get interest income (taxable, but no self-employment tax) and maintain more separation. Less upside if the business booms, but also less complication and risk.

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StarStrider

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That's an interesting alternative I hadn't considered. Would the interest I earn be considered passive income? And would the business still be able to deduct the interest payments? Seems like it could be win-win if structured properly.

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Yuki Ito

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Yes, the interest you earn would typically be considered portfolio income (not passive income in the tax sense, but not subject to self-employment tax either). It's reported on Schedule B and taxed at your ordinary income rate. The business could generally deduct the interest payments as a business expense, subject to certain limitations if the business is very large (which doesn't sound like the case here). This creates a tax-efficient arrangement where the business reduces its taxable income and you receive income without the complications of partnership taxation. You could even structure it with an equity conversion option if the business performs well and you later decide you want ownership.

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Carmen Lopez

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I bought 50% of a friend's marketing agency in 2022 and my biggest advice is GET EVERYTHING IN WRITING!! We didn't properly document profit distributions vs guaranteed payments and it was a tax NIGHTMARE. Make sure your operating agreement clearly specifies: 1) How profits are distributed 2) If you get guaranteed payments regardless of profit 3) Who can make tax elections 4) How tax distributions are handled (to cover your tax liability) Also check if your state has specific filing requirements for multi-member LLCs. Some states require more paperwork than others!

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Andre Dupont

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What tax software did you use to handle your K-1? I'm looking at a similar situation and wondering if TurboTax can handle it or if I need something more specialized.

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Carmen Lopez

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I started with TurboTax but switched to a CPA halfway through. TurboTax can technically handle K-1s, but it doesn't provide much guidance for complex situations. If your K-1 is straightforward it might be fine, but mine had unusual allocations, guaranteed payments, and some weird depreciation issues from business property. The best advice I can give is to either use a more specialized tax software like UltraTax if you're comfortable with tax concepts, or just pay for a CPA who specializes in partnership taxation. It's worth the money to avoid the headache and potential errors. My CPA actually found several deductions TurboTax missed that more than paid for her fee.

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