There are so many options available to how they can
structure the new business(s). The appropriate business entity for any
individual(s) will depend on their particular facts and circumstances.

You are a valued colleague and friend of this three-some and
they have come to you seeking advice as to how to structure their new business.
They have the knowledge to figure it out themselves, but are looking for the
advice of an unbiased 3rd party. Please consider the following tax and non-tax
considerations as you recommend an entity choice to Penelope, Mark and John.

_____________________________________________________________

Prepare a tax memo (900 word minimum; 1,200 word maximum) to
Penelope, Mark and John addressing the Entity Selection issue and discussing
the following tax and non-tax considerations, point by point:

Part I: Discuss the various forms of organization that are
available to Penelope, Mark and John.

Part II: Make your recommendation as to what form of
organization you believe will be best and be sure to explain the reasoning for
your choice.

Part III: Discuss the tax consequences of contributing cash,
property and/or services to the new entity.

Part IV: Discuss, in detail, how this entity is taxed (if at
all) and what filing requirements it has with the IRS.

Part V: Discuss how income and distributions may/will be
allocated to Penelope, Mark and John.

Part VI: Discuss, in detail, how the individuals are taxed
(if at all) with respect to the net profits from this entity and what filing
requirements they will each have with the IRS.

Part VII: Discuss how Penelope, Mark and John will calculate
their “basis” in the new entity. Be sure to include the impact that
debt has on basis, if any.

Part VIII: Limited Liability – Discuss the exposure that
Penelope Mark, and John’s personal assets will have to the debts and lawsuits
of the entity you have recommended.

You Decide: It’s your turn as a tax professional to decide
on the best course of action from a tax perspective on these issues as
presented.

For this memo, begin by restating the issue and numbering
the considerations as shown above [i.e., I, II, III, etc.]. Next, provide your
recommendation and your explanation to each of the issues/considerations listed
above; and discuss the tax rules that apply to the issue, which you gleaned
from your tax research. Tax law includes IRC sections, regulations, court
decisions, and other sources (if applicable). Be sure to conclude with a
definitive answer what entity they should choose.

Present your answer concisely (i.e., to the point) following
the KISS principle, in a professional, grammatically correct, and spelling
error-free memo.