Using an LLC to Purchase Real Estate: Avoid liability, and minimize veil piercing

Matthew E. Rappaport
Matthew E. Rappaport
Falcon Rappaport & Berkman LLP

Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation.

Alexander R. Migliorini
Alexander R. Migliorini
Falcon Rappaport & Berkman LLP

Alexander Migliorini is an associate attorney in the Firm’s Corporate, Emerging Technologies, and Taxation Practice Groups. His expertise extends to navigating the nuances of the Corporate Transparency Act, ensuring clients understand and fulfill their compliance obligations.

On-Demand: February 14, 2024

2 hour CLE

Tuition: $195.00
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Program Summary

In the presentation, “Using an LLC to Purchase Real Estate: Avoid Liability, and Minimize Veil Piercing,” FRB’s Matthew Rappaport and Alexander Migliorini will provide listeners with a comprehensive guide to navigate the complexities of ownership of real estate investments. Matthew and Alexander will discuss several important considerations relating to ownership of a real estate investment in a holding company, including (a) selecting the optimal corporate form for asset protection and mitigation of liability, (b) structuring holding companies in a tax-efficient manner, (c) taking adequate compliance measures for real estate holding companies for the newly enacted Corporate Transparency Act, and (d) determining whether to use single-member LLCs in a 1031 exchange. Additionally, Matthew and Alexander will discuss the best practices with respect to setting up an Opco/Propco model and preventing potential creditors from piercing the corporate veil.

Key topics to be discussed:

  • Corporate and Tax Structuring for Real Estate Ownership
  • Corporate Transparency Act for Real Estate Holding Companies
  • Asset Protection, Corporate Veil Piercing, and Mitigation of Risk

Closed-captioning available

Speakers

Matthew E. Rappaport, Esq_Falcon Rappaport & Berkman PLLC_myLawCLEMatthew E. Rappaport | Falcon Rappaport & Berkman LLP

Matthew chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. He also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise.

Matthew is known for his work on complex deals involving advanced tax considerations, such as Section 1031 Exchanges, the Qualified Opportunity Zone Program, Freeze Partnerships, Private Equity Mergers & Acquisitions, and Qualified Small Business Stock. He has served as a trusted advisor for prominent real estate funds, executives of multinational corporations, venture capitalists, successful startup businesses, ultra-high net worth families, and clients seeking creative solutions to seemingly intractable problems requiring taxfocused analysis.

 

Alexander R. Migliorini_myLawCLEAlexander R. Migliorini | Falcon Rappaport & Berkman LLP

Alexander Migliorini is an associate attorney in the Firm’s Corporate, Emerging Technologies, and Taxation Practice Groups. Holding a Master of Business Administration (MBA) together with his license to practice law, Alexander has the ability to better assist clients to achieve their business and legal objectives.

Before joining FRB, Alexander gained valuable experience at The Siegel Law Firm, P.C., and as a law clerk for the Honorable Jeffrey Brown of the Nassau County, New York State Supreme Court.

During his time at Hofstra Law, Alexander relaunched the Real Estate Law Association (RELA) where he served as the President. As a Business & Alumni Affairs Editor of the Journal of International Business & Law, Alexander published a note with the law journal relating to the GDPR’s effect on U.S. data privacy laws.

Alexander has developed a reputation for providing strategic counsel and legal support to businesses of all sizes. He excels in guiding clients through complex corporate transactions, leveraging his meticulous attention to detail and deep understanding of regulatory frameworks to achieve favorable outcomes. His expertise extends to navigating the nuances of the Corporate Transparency Act, ensuring clients understand and fulfill their compliance obligations.

Agenda

I. Corporate and Tax Structuring for Real Estate Ownership | 2:00pm – 2:45pm

II. Corporate Transparency Act for Real Estate Holding Companies (part I) | 2:45pm – 3:00pm

Break | 3:00pm – 3:10pm

III. Corporate Transparency Act for Real Estate Holding Companies (part II) | 3:10pm – 3:30pm

IV. Asset Protection, Corporate Veil Piercing, and Mitigation of Risk | 3:30pm – 4:10pm

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska's recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
2 General

Arkansas

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Arkansas's recognition of multi-jurisdictional reciprocity.
Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 General Hours

Delaware

Pending CLE Approval
2 General

Florida

Approved for CLE Credits
2.5 Technology

Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Approved for Self-Study Credits
2 General

Kansas

Pending CLE Approval
2 General

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 General Hours

Maryland

No MCLE Required
2 General Hours

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 General Hours

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for Self-Study Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney's behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
2 General

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey's recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “A”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Approved for Self-Study Credits
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 General Hours

Tennessee

Pending CLE Approval
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Virginia

Not Eligible
2 General Hours Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved for Self-Study Credits
2 Other

Wisconsin

Approved for Self-Study Credits
2 Law Practice Management (LPM)

West Virginia

Pending CLE Approval
2 General

Wyoming

Approved for Self-Study Credits
2 General

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