Layton L. Pace, Attorney at Law

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Tax and Legal Services

Mr. Pace provides sophisticated tax and legal advice to businesses and their owners.  Below is a non-exclusive list of his practice areas:

Tax and Legal Services for C Corporations

•     Drafting and evaluating purchase and sale agreements
•     Mergers, acquisitions, divisions and other tax-free reorganizations
•     Gain exclusion for qualified small business stock
•     Unreasonble compensation audits
•     Stock options, restricted stock and other executive compensation issues
•     Obtaining private letter rulings
•     Handling sales and use tax audits and appeals
•     Capitalizing vs. expensing items
•     IRS and FTB appeals and audit support and US Tax Court
•     Apportionment, allocation and unitary business matters
•     Net operating loss planning

Tax and Legal Services for Limited Liability Companies and Partnerships

•     Entity structuring for business, realty and intangible assets
•     Debt workouts, COD income exclusions, bad debt issues
•     Drafting and revising operating and partnership agreements
•     Partnership conversions, mergers and dissolutions
•     Addding or removing members and partners
•     Forming and dissolving LLPs of lawyers and accountants
•     Special allocations, guaranteed payments and distributions
•     Reverse and forward like-kind exchanges
•     Involuntary conversion planning
•     Property tax changes in ownership, exclusions and exemptions
•     Use of disregarded entities and tenancies-in-common
•     Family limited partnership issues
•     California LLC "gross receipts" fee


Tax and Legal Services for S Corporations

•     Drafting and revising shareholder agreements
•     Reviewing and evaluating one class of stock requirements
•     Allocations, stock basis and debt repayments
•     Built-in gains tax planning
•     Stock, asset and installment sales
•     IRC Section 338(h)(10) elections and tax costs
•     Business bad debts and interest expense issues
•     Cancellation of indebtedness exclusions and planning
•     Nexus, qualification to transact business and similar issues
•     Change in accounting methods and periods
•     Independent contractor vs. employee issues


Tax and Legal Services for Trusts and Estates

•     Determining items of income in respect of a decedent
•     Reviewing distribution issues of simple and complex trusts
•     Evaluating depreciation and administrative expense deductions
•     Handling parent-child exclusion and other property tax issues
•     Evaluating trusts owning S corporation stock       
•     Planning for termination of trusts and estates
•     Counseling regarding withholding obligations of trustees and executors

Tax and Legal Services for Individuals

•     Passive activity loss, basis and at risk planning
•     Sale of principal residences
•     Capital gain planning
•     Minimizing FIRPTA, foreign source and state withholding
•     Residency and source of income
•     Withholding and tax issues of litigation recoveries
•     Deduction of interest expense and itemized amounts
•     Martial dissolution tax planning




555 Pier Avenue, Suite 4, Hermosa Beach, CA 90254 Phone: (310) 379-5805

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