ARTICLE
30 May 2019

How To Structure A Tax-Efficient IPO: Benefits Of The Up-C Structure

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Mayer Brown

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A partnership (or LLC) can go public in a highly tax-efficient manner by using an "Up-C" structure. An Up-C structure is composed of two entities: (1) a parent company,
United States Tax

A partnership (or LLC) can go public in a highly tax-efficient manner by using an "Up-C" structure. An Up-C structure is composed of two entities: (1) a parent company, a C corporation ("PubCo") which will be organized as a holding company, and (2) PubCo's subsidiary, which is the partnership or LLC. The Up-C structure makes it possible for the partnership/LLC to undertake an IPO while maintaining its partnership status, principal assets and operating business. It also allows the founders and the new public shareholders to save future taxes. Our latest On point discusses the Up-C structure and its benefits. It also discusses what is needed to achieve a successful IPO of an Up-C business.

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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