Wagner Kirkman Blaine Klomparens & Youmans LLP is recognized for its tax law representation throughout both greater Sacramento and Northern California and assists on personal, business, and estate tax concerns. Our lawyers assist a diversity of businesses with tax advice including licensed professionals, food and product manufacturers and distributors, agriculture associations, real estate owners, developers and builders and general business owners.
We Offer a Best Practices Approach
WKBK&Y’s services are not limited to stand-alone tax advice, but are based on a comprehensive understanding of how tax planning and advocacy integrates into overall personal, business, real estate, litigation and estate planning matters. Whether a client concern involves a small tax issue or a major acquisition, our firm’s tax attorneys can skillfully direct clients through the complexity of the tax law.
Our tax practice incorporates six tax disciplines:
- Partnership, corporate and special entity tax services
- Nonprofit (tax exempt) entity tax services
- General federal tax services
- State and local tax services
- Real estate tax services
- Estate and gift tax services
Comprehensive Leadership and Expertise
Our firm’s tax attorneys have extensive experience, hold advanced tax degrees, and are also Certified Tax and Estate Planning Specialists and Certified Public Accountants. Having decades of experience and multiple tax practice areas of emphasis, our lawyers are leaders in federal and state tax law issues both for their clients and their profession. We actively lead before the California State Bar Tax Section and the California Society of Certified Public Accountants (CalCPA).
We are also recognized by other professionals—including attorneys, CPAs, enrolled agents and other tax and financial professionals—as educators and speakers. We chair statewide conferences, and teach at Golden Gate University’s LLM in Taxation program and at UC Davis in its Certified Financial Planning Program. We have presented tax reform papers and have advocated on regulations before the Treasury Department in Washington D.C. and the California Franchise Tax Board (FTB).
Partnership, Corporate and Special Entity Tax Services
WKBK&Y’s Partnership, Corporate and Special Entity Tax Services assists in tax planning and advice concerning partnerships (both general and limited), joint ventures, limited liability companies, corporations and other business entities. Our tax attorneys advise on a complete range of tax issues relating to the formation, operation, acquisition, reorganization and sale of business entities.
We are recognized in Northern California for our tax-related work for partnerships, limited liability companies and other pass-through entities. We actively advise on:
- Partnership tax accounting
- Tax basis and FMV adjustment elections
- At-risk issues
- Substantial economic effect
- Phantom tax gain
- Withholding rules
- Partnership debt discharge (CODI)
- Partnership tax-deferred (Section 1031) exchanges
- Deemed sale rules
- Benefit planning
In the corporate tax arena, WKBK&Y handles both basic and sophisticated tax planning for corporate entities. In addition to similar services provided for pass-through entity tax planning, planning for corporate tax issues include:
- Partnership tax accounting
- Tax basis
- Minimization of Section 357(c) gain from excess debt formation
- Debt-equity characterization rules
- Taxable liquidations
- Tax-free reorganizations and mergers
- S Corporation elections, built-in gain taxes, passive activity taxes
- Professional service corporation rules
WKBK&Y corporate tax services have included tax opinions, obtaining government tax rulings, tax assistance with financing and due diligence on tax issues relating to acquisitions.
Nonprofit (Tax-Exempt Entities) Tax Services and Nonprofit Practice Services
WKBK&Y’s Nonprofit (Tax-Exempt Entities) Tax Services includes our Nonprofit Practice, which offers full legal representation of nonprofit organizations. Our lawyers work with nonprofits throughout Northern California, including public charities, private foundations, charitable trusts, trade associations, cooperatives and mutual benefit organizations.
We actively assist with legal issues for nonprofit organizations including:
- Formation, merger and dissolution
- Policy, including compensation, conflicts of interest and investment
- Operation and employment law
- Relationship agreements – independent affiliates, joint-ventures, government contracts
- For-profit subsidiaries and for profit-nonprofit partnerships
- Funding – endowments, planned gifting, fundraising
For formations, WKBK&Y assists with all basic legal concerns. For a nonprofit organization, the operations will be exempt from certain tax obligations that are followed by “for-profit” businesses. We can help a non-profit obtain the desired nonprofit status, including the tax-exempt 501(c)3; or 501(c)4; 501(c)(6), 501(c)7 or other exemption, depending on the objectives. Our nonprofit attorneys will help collect the necessary documentation, organize records and act to establish the organization as a qualified nonprofit—including developing the organizational structure, filing applications for determining exempt status and registration with the Registry of Charitable Trusts. We can advise on lobbying limitations and prohibited transactions. Plus, we can assist on multiple federal tax issues, including:
- Unrelated trade or business
- Election to tax lobbying
- Nonprofit tax accounting and tax reporting
- Tax compliance and non-filer penalty abatement
- State tax issues, including employment, sales and property tax law and exemptions
WKBK&Y recognizes that nonprofits have a unique community presence that is based on goodwill and maintaining “public face,” which requires them to be sensitive in their dealings. Our attorneys have worked in assisting with board disputes, both as advocates and informal mediators. We also have helped resolve disputes with agencies, including the Registry of Charitable Trusts.
We believe in the nonprofit community and donate our time to serve on a number of major nonprofit boards in Northern California, as well as to educate Sacramento and Northern California nonprofits. Our attorneys teach at the Nonprofit Resource Center.
Federal Tax Services
WKBK&Y’s Federal Tax Services assists clients with tax planning and compliance not limited to business entities. Our tax attorneys counsel on tax planning, taking into consideration client needs, legal uncertainties and client comfort in taking tax positions.
As a leading Northern California tax firm, our attorneys hold a wealth of knowledge and experience in Federal income taxation. We have actively assisted in tax audit examinations, tax settlements, tax appeals and representation on tax issues before the U.S. Tax Court, District Courts and the US Bankruptcy Court. Our firm follows Circular 230, which sets out the requirements for tax practitioner standards and services.
Our services range from basic tax advice regarding home ownership to tax assistance for major business transactions. In Northern California, our tax attorneys are sought to advise on issues particular to the community, including the tax consequences from economic changes, both good and bad. In fact, we are often called upon by CPAs and other professionals to assist their clients with their issues.
Because our tax expertise is so comprehensive, it is impossible to describe all of the tax areas that we serve. Our lawyers assist with all tax issues involving purchases, investments and debt. We also provide further assistance with:
- Accounting method/period changes
- Tax deferral for condemnations
- Installment reporting requirements
- Gain characterization for favored tax treatment
- Donation deduction planning
- Tax-deferred (Section 1031) exchange qualification
- Tax consequences of debt discharge (CODI), including disputed debt exclusion, real property business indebtedness exclusion, insolvency and bankruptcy
- Tax deferred involuntary conversion, condemnation exclusion (Section 1033)
WKBK&Y has advised on numerous other technical tax issues. Whether it is inventory capitalization (Section 263A), benefit recoveries, tax credits, tax characterization of debt verses equity, a valuation issue for tax purposes, a stock option or defending against a tax shelter claim by the IRS or FTB, WKBK&Y’s lawyers can help.
We advise on employee benefit plans, including:
- ERISA/DOL compliance, including voluntary and involuntary compliance
- Incentive stock options and nonqualified stock options.
- 409A deferred compensation requirements
- Insurance based benefits, including key-man insurance and split-dollar insurance.
- gain characterization for favored tax treatment
We are also an advocate in many areas. This includes penalty abatement requests, intermediate sanctions, amnesty programs and voluntary compliance program requirements. Our firm has represented taxpayers before federal tax audits, protest appeals, Tax Court matters, federal district court actions and collection matters. Other tax representation areas include:
- Worker Classification (employee or independent contractor)
- Payroll Penalties (including EFTPS)
- Transferee Liability; Responsible Party Liability
- Information Reporting Duties
- Tax Practitioner Representation
- Failure to File Status
- Summons Defense
- Voluntary Disclosure Programs
- Amnesty Requests
- Offers in Compromise
- Installment Agreements
- Innocent Spouse Applications
- Lien, Levy & Garnishment Defense
- Statutory Notice of Deficiency
- Negligence and Fraud Penalty
- Seizure and Jeopardy Defense
- Private Letter Ruling Requests
- Advisory Services Incident to Divorce or Bankruptcy
- Opinions of Counsel
- Tax Violations of U.S. Bankruptcy and Securities Laws
- Reporting Off-Shore Accounts
- FBAR Returns and PFIC Issues
State and Local Tax Services
WKBK&Y’s State and Local Tax Services provide a comprehensive approach to assist clients. Having practiced before state and local tax administrative authorities, our attorneys include a former sales/use tax auditor and a founder for CPA firm state and local tax practice.
Since we are located in the Sacramento region, our unique proximity to the state capital allows us to easily connect with state agencies and develop better contacts—plus gives us the ability to frequently appear before state taxing agencies. Our attorneys have been recognized by Spidells California Taxletter for contributing articles on multiple areas of state tax law. In fact, our attorneys have collectively contributed hundreds of articles and topics locally, statewide and nationally on state and local tax issues.
Our State and Local Tax Representation Services include:
- Worker classification issues (employee or independent contractor status) for tax classification, including tax/legal representation before the California Labor Commissioner and the California Unemployment Insurance Appeals Board (CUIB)
- Sales and Use Tax Services, including sales and use tax advisory services. Services include issues with respect to aircraft/boat purchases, common carrier rules, construction contractor rules, leasing rules and use tax collection obligations. WKBK&Y tax attorneys have actively represented clients in both planning and controversies, including obtaining letter rulings from the California State Board of Equalization Legal Division, and tax representation on petitions for redetermination and appeals before the California State Board of Equalization (SBE/BOE).
- Property Tax Services involving planning for reduction of reassessment risks and reporting. Services include planning and assistance with long-term leases, change of ownership/change in control, exemption qualification and administrative representation before Property Transfer Units of the County Assessors in Southern and Northern California.
- Property Tax Services covering assessment reviews and appeals before the Assessment Appeals Boards for Proposition 13 (change in ownership/control); Proposition 58 (parent-child transfer exclusion); Proposition 60; exemption claims; and Proposition 8 (decline in value). WKBK&Y has assisted clients engaged in land development, multifamily (apartment) complexes, commercial and industrial complexes and special use properties.
- City Business License (Gross Receipts/Payroll) Taxes, before Los Angeles, San Francisco, Culver City and Oakland, Services include not only application of allocation/apportionment rules to reduce liability, but also include obtaining special private rulings, audits and appeals.
- Personal Income Tax Services, including deductions, withholding rules, income reporting, nominee income, hobby loss claims, penalty abatement, deposit reallocation, abusive tax shelter (ATS) defense.
- Corporate Franchise Tax Services, including withholding rules, California Business/Nonbusiness Income Allocation, and California Unitary Taxation/Water’s Edge Issues, planning, elections and representation before the California Franchise Tax Board (FTB) and the California State Board of Equalization (SBE or BOE).
- California residency issues including planning and representation before the California Franchise Tax Board (FTB) and the California State Board of Equalization (SBE or BOE)
- Documentary transfer tax advice, regarding applicable transfer tax rules.
- Opinion of counsel letters and private letter rulings, involving property tax, sales/use tax, income tax and city business gross receipts tax.
Real Estate Tax Service
WKBK&Y Real Estate Tax Services represents a significant separate industry tax practice and is integrated into the firm’s Real Estate Practice.
Whether advice is sought by an investor, manager, broker, developer, or seller, its lawyers have been involved in the complex tax issues that affect real estate. As a recognized leader among Northern California tax lawyers in the real estate industry, the firm has been asked not only by clients, but by other legal counsel to assist with complex real estate issues. Its tax attorneys have chaired and spoken before local and state Real Estate Tax Conferences for professionals and real estate investors. Its tax attorneys have been members of the Building Industry Association, the California Apartment Association (CAA), the Sacramento Valley Rental Housing Association (RHA) and the Board of Realtors.
The firm’s diversity of real estate tax planning has involved every stage of real estate, including acquisition, development, construction and sales. These planning issues include:
- Dealer v investor status
- Tax investment strategies
- Tax characterization of expenditures
- Tax minimization for real estate succession, including family limited partnerships and LLCs
- Tax treatment of debt leveraging, including for debt relief (CODI)
- Real estate related tax credits
- Tax elections for real estate
- Tax deferral, including qualified tax deferred exchanges; reverse exchanges, involuntary conversions and condemnations
- Tax planning for dispositions, abandonment and worthlessness
WKBK&Y has also actively represented real estate clients before federal and state taxing authorities, including the Internal Revenue Service, the State Board of Equalization, the Franchise Tax Board, and local county Assessment Appeals Boards.
Estate and Gift Tax Representation Services
WKBK&Y Estate and Gift Tax Representation Services are integrated into its Estate Planning practice wherein our lawyers advise in every area of estate and gift planning, including income, estate and gift taxes. In the past several years, the ongoing changes in the estate and gift tax laws and regulations have made it critical to be prepared to address future uncertainties in the law. Our firm’s estate planning clients are not limited to Sacramento and Northern California; our attorneys also advise out-of-state clients on estate and gift planning for California held property and in-state clients on out-of-state held properties.
Our tax attorneys provide assistance for tax issues pertaining to both basic and advanced estate planning. We can also help with donations to charities—including donations made through a charitable remainder trust—plus plan to minimize estate taxes and advise trustees.
We assist with many areas of planning, both traditional and nontraditional. Bypass trusts, QTIP trusts and other irrevocable trusts involve significant estate and income tax issues. In addition, our firm is involved with structuring insurance trusts, qualified personal residence trusts (QPRTs) and grantor retained income and annuity trusts.
WKBK&Y is also recognized for its advice and planning for tax issues affecting estate planning for life partners and registered domestic partners. We can even assist with estates created in the 2010-year, including step-up basis allocations for estates electing to not be subject to estate tax for that year.
We advise on family limited partnerships and limited liability companies as to tax issues affecting succession issues. Plus, we monitor legislation and cases as to the recognition of family limited partnerships and the maintenance of the limited partnerships, including incidents of ownership and control cases, under Section 2036 and 2083 of the Internal Revenue Code.
Our firm advises and represents clients for many estate and gift tax issues. These issues include generation skipping tax (GST), planning for annual exclusions, the unified credit and post-mortem tax planning. We also assist with making qualified disclaimers, qualified S Corporation trust elections and other complex tax issues for estates and trusts.