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Form 1120 (Schedule M-3) Minnesota Hennepin: What You Should Know

Form K2 is used to compute the partnership's income tax. Minnesota Business Registration The Partnership and the S corporation must file Form MN-1, Minnesota General Partnership Certificate of Authority.  What is a Nonparticipating Partnership?  To be a nonparticipating partnership, the Partnership member must not be a corporation or partnership who is subject to federal income taxation. Additional information: A Nonparticipating Partnership Example If the owners of a nonparticipating partnership are a sole proprietor and a partner, the partners' income is reported on Schedule F, Partners' Income, and their taxes are not paid on that basis because no income is subject to taxation by the Partnership. A Nonparticipating Partnership Example 2A Example. A and B are partners in an LLC. An owns 100% of the LLC and is treated as the sole owner (as in, he owns the LLC and has 100% control.)  B is a stockholder (shareholder in the LLC) of A's LLC.  As an LLC (shareholder in the LLC) A must pay corporate income tax on its income of 100%.  Example. B and C are partners in an LLC. B owns 75% and C owns 25%. The LLC's gross sales (or gross product) are 80,000 (the LLC has 40,000) and the LLC pays 20,000 in taxes annually. C does not pay tax on any of its income from its activities as a partner of A as that income does not be taxable by the LLC.  In this example A and B's income is not subject to taxation because A is not a corporation under federal or Minnesota law and B and C are not stockholders (shareholders in the LLC) in a corporation that is a corporation under federal or Minnesota law; A is not treated as a stockholder (shareholder in the LLC) as the LLC is not subject to taxation for federal or Minnesota income tax and is treated as the sole owner (sole owner) of the LLC. Example 2B The Partnership and the S corporation are both the sole owners (s) (s). As an S corporation and an LLC A and C are treated as one-owner partnerships (s). No tax is paid on the partnership's income. A and C make no other capital contributions to the partnership. As S corporations and an LLC A and C are treated as one-owner partnerships (s).

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