9th Cir.;
15-71330

The court of appeals affirmed a tax court decision. The court held that a single-member LLC's status as a disregarded entity did not preclude its classification as a pass-thru partner.

In 2001, Robert Kotick and his father formed Seaview Trading, LLC. Federal tax regulations treated Seaview as a partnership. Kotick held his interest in Seaview through a wholly owned Delaware LLC: AGK Investments LLC. Seaview acquired an interest in a common trust fund. In 2001, the fund reported a loss that was allocated to its investors. Kotick reported the loss arising from Seaview's interest in the trust fund on his 2001 Form 1040. In 2004, the Internal Revenue Service audited Kotick's 2001 Form 1040, but did not disallow the loss reported as the result of Seaview's trust investment. The statute of limitations for Kotick's 2001 Form 1040 expired in July 2005. In October 2005, the iRS began an audit of Seaview. Five years later, in October 2010, the IRS issued a final partnership administrative adjustment (FPAA) notice disallowing the loss from Seaview's trust investment and imposing penalties. Kotick filed a petition in tax court on behalf of Seaview challenging the IRS's notice in regard to Seaview's 2001 taxes. Kotick argued that the IRS's notice was invalid because Seaview was exempt from the otherwise applicable partnership audit pursuant to the small-partnership exception set forth at 26 U.S.C. §6231(a)(1)(B)(i).