In general, a personal guaranty makes an individual or individuals liable for an entity’s debts or obligations.  A personal guaranty which guarantees a general contractor’s obligations to pay a subcontractor is rarely given, but it is common for the principal(s) of a subcontractor with unestablished credit to personally guarantee the debts and obligations of the subcontractor to a supplier in exchange for purchasing or renting materials on credit. You should make the personal guaranty continuing, absolute and unconditional.  You should contact your attorney to help draft a form of personal guaranty so that you have it at your disposal when the need arises.
About Joe VireneJoe Virene represents suppliers, subcontractors, and general contractors in both the construction and oil and gas industries.
Targeted Partnership Tax Allocations: What Are They and Do They Have Substantial Economic Effect Under Sec 704(b)? Partnerships that use targeted allocations deviate from one of the three safe harbors for substantial economic effect in the section 704(b) regulations: liquidating distributions are not tied to positive ending capital account balances. Paradoxically, this does not mean that partnership agreements that utilize targeted tax allocation provisions are automatically in violation of section 704(b). Targeted allocations are often preferable because their use for allocating a partnership’s items of income and loss line up the tax consequences of partnership activity with the economics of the business deal. The simplest way to visualize the mechanics of targeted tax allocations is to start with the basic equation for tax capital accounts: beginning capital, plus contributions, plus or minus taxable income or loss, minus distributions equals ending capital accounts. In partnership agreements utilizing targeted tax allocation provisions, liquidating distributions are not made in accordance with positive capital account balances. Targeted tax allocations are easier for clients to understand because the allocation of taxable income or loss typically follows cash distributions. An experienced drafter, however, can anticipate these issues and formulate the targeted allocation provisions so that eventually the capital accounts return to the expected relative balances reflective of the business deal absent tax considerations. If you are preparing a partnership income tax return with targeted tax allocation provisions in which liquidating distributions are not in accordance with positive capital account balances should you be concerned that the allocations do not have SEE? Tax practitioners should be wary of targeted tax allocations because the IRS has not officially sanctioned them. Let’s say you are preparing a partnership income tax return and suddenly in a particular year something unusual occurs and you are either unsure how to allocate the taxable income or loss or you don’t believe the allocation as called for in the partnership agreement has SEE.  At that point, you must alert the client that there could be a problem and ask your client to consult with tax counsel to resolve it.
The client may be reluctant to incur the time or expense or both and may try to reassure you that he or she is sure the partnership agreement should be interpreted a certain way. Without a clarification in writing you are taking a risk in preparing the partnership tax return. These simple examples illustrate the difference between “layer cake” partnership tax allocations and targeted tax allocation provisions. Trump Towers, LLC is formed with a $90 cash capital contribution from Mary Moneybags and a $10 cash capital contribution from Dan Developer.
Trump Towers, LLC is formed with a $90 cash capital contribution from Mary Moneybags and a $10 cash capital contribution from Dan Developer (same as Example 1).  The operating agreement calls for Mary to receive a 10% annual preferred distribution on her capital until it is repaid. Mary first receives an allocation of $9 (10% preferred return on her invested capital of $90).
Trump Towers, LLC is formed with a $90 cash capital contribution from Mary Moneybags and a $10 cash capital contribution from Dan Developer (same as Example 1).  The operating agreement calls for Mary to receive a 10% annual preferred distribution on her capital until it is repaid (same as Example 2). If the operating agreement has the safe harbor section 704(b) rules requiring liquidation in accordance with positive capital accounts, then Mary receives a liquidating distribution of $90 and Dan receives $10.


Example 4 is the same as Example 3 except the operating agreement contains targeted allocation provisions. Targeted partnership tax allocations are quickly becoming the preferred method of allocating taxable income or loss to insure synergy between tax consequences and economics.  As tax professionals, we need to understand how targeted tax allocation provisions work and advise our clients that choose to use them whether they have substantial economic effect. 7 Responses to Targeted Partnership Tax Allocations: What Are They and Do They Have Substantial Economic Effect Under Sec 704(b)? Thanks Jeramie – I needed a tutorial on how to edit blog posts already published, but I think I got it now. Target allocations are great in theory,but f you have an entity with a large disparity between book and tax it can result in some unwanted results. Before you even decide on your target market which becomes essential to the survival of your business, you have to have a clear purpose and identity of your own business.
Target marketing is a very important aspect to consider when setting up any business, as it will allow you to find your specific niche, in which you can over time build a raving online audience and set yourself apart from your competition clearly, knowing what you have to offer is unique to the market place.
World class training, from people whowalk their talk, real people getting results in their marketing, now, and you can click here for proof. Tonight I had another wonderful shopping experience at Target (much less to my husband’s chagrin).
So on each Target visit, I manage to discover SOMETHING new that I can take home with me and prove to Ben why Target is so great- whether it’s Nate Berkus’ new home line, a nifty pet lint brush, or disposable hand towels, Target is my place! I would totally use these mirrored cabinets or tables if they were taller but they were just too short to be level with a regular height mattress or sofa arm. It seems to have hit a lull in the past years but they are steppin’ up their game again lately! On the contrary, properly drafted targeted tax allocation provisions can make it easier to split taxable income and loss in accordance with the partners’ interests in the partnership.
However instead of deriving ending capital accounts, targeted allocations solve for  the allocation of taxable income or loss among the partners. The IRS indicated in unofficial discussions that they are working on guidance that will bless targeted tax allocations as long as they achieve the ultimate goals of section 704(b). While your client may believe he or she knows the appropriate interpretation, if the language is unclear, then most likely the partnership agreement must be amended.
This creates a nightmare of tracking layers of preferred return that is accrued versus paid. The business deal has been impacted: Mary does not receive the expected $9 preferred return. This means that (1) liquidating distributions are made in the same manner as current distributions (instead of in accordance with positive capital account balances), and (2) taxable income or loss is allocated to mirror the way cash is distributed (instead of referring to the layers). This could be done one of two ways: (a) Giving Mary a guaranteed payment for the $9 preferred return on her capital and allocating the resulting $9 loss all to Dan, or (b) Specially allocating $9 of income to Mary and a $9 loss to Dan.
I had a client who at the start of this recession when banks were failing etc bought distressed debt for as little as 30 cents on the dollar.
When I was deciding on what my core purpose would be in my online business, I had to consider a number things relating to a number of issues.


Do your clients ask you to review the tax provisions in their partnership or LLC operating agreements? Since the allocation provisions by definition do not meet the 704(b) safe harbor, you will have to test them to make sure they have SEE. However, until such guidance is released, tax practitioners must carefully evaluate allocations to insure they are consistent with the partners’ interests in the partnership. The 704(b) regulations require that Mary receive a priority allocation of taxable income to the extent of her preferred distribution. At its worst, forced application of the 704(b) safe harbor can actually impact the economics of the business deal as illustrated by Example 3.
Either way, Mary receives cash of $99 and Dan receives cash of $1, and Mary receives taxable income of $9 and Dan has a taxable loss of $9. I started the Tax Maven Blog to share what I've learned and hopefully play a (small) role in elevating the quality of tax advice in our profession.
I came to the conclusion that my expertise in health and fitness and also my knowledge and interest in NLP, would serve me well in helping home business owners keep fit, whilst using my knowledge of NLP and marketing psychology to improve marketing and sales performance in online business. Then you need to understand how targeted tax allocation provisions work, when they are beneficial, and whether they comply with section 704(b). The partnership agreement must clearly spell out the partners’ interests in the partnership (the business deal), and also carefully define how capital accounts will be derived. Remember section 761(c) allows a partnership agreement to be amended up until the original due date of the return (April 15 for a calendar year partnership). At this point, Mary’s capital account is $171 and Dan’s is $19 assuming no distributions have been made. Upon liquidation, Mary and Dan each receive a distribution equal to their ending capital accounts: $135 for Mary and $14 for Dan. The stronger your core values as a person, the stronger your business values will be and the more effective your target marketing will become, especially in the long run. The chances are the younger crowd may not be able to  afford it, this does tend to be hit and miss online. This will change the entire way you market to people, as you are going to be pointing out more benefits with luxury items, whereas you will need to stress more the quality of a needed product. If the LLC then liquidates, Mary receives her capital account balance of $171 and Dan receives his $19. For me it was the burning desire to help people live better lives through improving health and fitness and giving people a chance to take control of their lives through online marketing.
My only complaint would be that I wish I could enlarge their pillows and end tables two or three sizes.



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