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The Tax practice area counsels clients ranging from individuals  to publicly traded companies in connection with tax planning and strategy, compliance with the tax laws, tax reporting and tax controversies involving all areas of the tax law at the federal, state and local levels. Our lawyers review and analyze new legislation, regulations, cases and administrative interpretations of the tax law on federal, state and local levels keeping us abreast of current laws and issues in this rapidly changing and evolving area. By staying current on these complex issues, members of the team provide cutting-edge tax planning, quickly determine the impact of new rules on our clients and insure our client’s tax position on a return or under audit is aggressively supported.


Choice of Entity

Our Tax lawyers advise clients on the choice of entity offering the most tax advantages in connection with business formation and the operation of existing businesses. For new businesses, team members analyze whether the business should be operated as a sole proprietorship, limited liability company, partnership, C corporation or S corporation. Our lawyers advise clients about the tax-free formation of corporations, limited liability companies and partnerships. They also give counsel on electing to tax a limited liability company as a partnership, S corporation or C corporation and the ongoing ramifications of this decision.

Entity Taxation

The team advises clients on all aspects of tax law related to the operation and winding up of corporations (S and C), limited liability companies (taxed as a partnership or corporation) and partnerships, including:

  • Taxable and tax-free reorganizations including mergers, stock or membership unit acquisitions, asset acquisitions, split-ups, split-offs and spinoffs.
  • Liquidations, including liquidation of subsidiaries.
  • The tax ramifications of redemptions of stock from individual or corporate shareholders and of membership units from individual or entities.
  • General tax counseling for professional corporations and partnerships.
  • S corporations, including qualifying corporations to make a S corporation election and the taxation of the S corporation and its shareholders following the election.
  • Penalty taxes, including extensive experience in the personal holding company tax and accumulated earnings tax areas.
  • Consolidated returns and disregarded entities for tax purposes.
  • The tax ramifications of stock purchase agreements, membership unit purchase agreements and asset purchase agreements.

Exempt Organizations

Members of the Tax area have extensive experience with the organization of numerous different types of exempt organizations, including Section 501(c)(3) and (c)(4)organizations, and the application for determination letters regarding their exempt status. In addition, they provide advice to exempt organizations regarding operational issues including unrelated business income, feeder organizations, private foundations, Form 990 reporting issues and prohibited transactions. Our lawyers have been extensively involved with the reorganization of several tax-exempt hospital organizations. Armstrong Teasdale’s experience in this area includes schools, community colleges and other educational institutions, hospitals and a wide variety of other charitable organizations.

Employee Benefits

  • Qualified profit sharing and money purchase pension plans.
  • Defined benefit plans.
  • Simplified employee pension plans.
  • Advised both for profit and not-for-profit organizations with regard to the establishment of nonqualified deferred compensation arrangements and “rabbi trusts.”
  • Qualified and nonqualified stock options.
  • Issuing profits and other LLC membership interests.
  • Miscellaneous employee benefits including insurance, medical benefit plans, cafeteria plans, flexible benefit plans, travel and entertainment allowances and company automobiles.
  • Section 403(b) annuity programs.

Accounting Methods and Periods

Our team advises clients with regard to the cash, accrual and completed contract methods of accounting, as well as the adoption of or change in fiscal years.

Litigation Taxation

The Tax team works in conjunction with our litigators regarding related issues that arise in connection with many types of cases, including the treatment of settlement payments and structuring settlement payments in a tax advantaged manner.

Employment Taxes

Team members have experience in all aspects of employment taxes including FICA/FUTA tax matters, income tax withholding and self-employment tax matters. Our lawyers have extensive experience in resolving independent contractor/employee issues and have also represented clients with respect to 100 percent collection penalty cases before the Internal Revenue Service (IRS).

Tax-Exempt Financing

The Tax practice area regularly advises municipalities, 501(c)(3) organizations and other entities on raising funds through the issuance of tax-free bonds and other instruments. The tax lawyers provide guidance and follow up to insure the interest on the bonds is and remains tax-free.

Real Estate

The Tax attorneys work closely with the Real Estate team in matters involving all aspects of tax laws as they apply to real estate transactions including the purchase, ownership and sale of a residence, the acquisition and ownership of commercial real estate, the tax ramifications of vacation home ownership, like-kind exchanges, foreclosures and condemnations.

Time Value of Money Rules

  • Imputed interest on deferred payment sales
  • Original issue discount
  • Below market interest rate loans

Income Characterization

Our tax lawyers handle issues involving the “hobby loss,” “at risk,” “passive loss” and interest deduction limitation rules.

Taxation of Insurance Companies

The tax lawyers have experience in Subchapter L that contains the special tax provisions of the federal income tax laws dealing with the taxation of life insurance companies.

IRS Practice and Procedure

Clients are routinely represented before the IRS in connection with audits, appeals to the Appellate Division and collection matters. Members have experience in submissions to the IRS Voluntary Compliance Resolution program. Our lawyers have experience in requesting rulings from the IRS in connection with numerous tax issues. Further, members of the practice area represent clients in tax litigation before state, federal and administrative hearing courts.

Tax Opinions

Our lawyers will issue tax opinions to clients on a broad range of issues to insure the client will not be exposed to IRS penalties for a position taken on a tax return.

State and Local Taxation

Practice area members frequently advise clients on income, sales and use tax matters in Missouri and many other states. The tax lawyers have experience in local tax matters including the St. Louis city earnings tax and local property taxes. In addition to frequently advising closely held businesses and individuals with regard to state and local tax matters, Missouri income, sales and use tax cases have been handled for some of the nation's largest publicly held companies.

Trusts and Estate Planning

Team members work in partnership with the Trusts and Estates practice area on income tax matters involving estates and trusts and in connection with estate and gift planning through the use of buy-sell agreements, redemptions, S corporation elections, bargain sales, insurance products, recapitalizations and charitable contributions.