Problem - Prepare a tax memo (900 word minimum; 1,200 word maximum) to Penelope, Mark and John addressing the Entity Selection issue and discussing the following tax and non-tax considerations, point by point:

Part I: Discuss the various forms of organization that are available to Penelope, Mark and John.

Part II: Make your recommendation as to what form of organization you believe will be best and be sure to explain the reasoning for your choice.

Part III: Discuss the tax consequences of contributing cash, property and/or services to the new entity.

Part IV: Discuss, in detail, how this entity is taxed (if at all) and what filing requirements it has with the IRS.

Part V: Discuss how income and distributions may/will be allocated to Penelope, Mark and John.

Part VI: Discuss, in detail, how the individuals are taxed (if at all) with respect to the net profits from this entity and what filing requirements they will each have with the IRS.

Part VII: Discuss how Penelope, Mark and John will calculate their "basis" in the new entity. Be sure to include the impact that debt has on basis, if any.

Part VIII: Limited Liability - Discuss the exposure that Penelope Mark, and John's personal assets will have to the debts and lawsuits of the entity you have recommended.

You Decide: It's your turn as a tax professional to decide on the best course of action from a tax perspective on these issues as presented.

For this memo, begin by restating the issue and numbering the considerations as shown above [i.e., I, II, III, etc.]. Next, provide your recommendation and your explanation to each of the issues/considerations listed above; and discuss the tax rules that apply to the issue, which you gleaned from your tax research. Tax law includes IRC sections, regulations, court decisions, and other sources (if applicable). Be sure to conclude with a definitive answer what entity they should choose.

Present your answer concisely (i.e., to the point) following the KISS principle, in a professional, grammatically correct, and spelling error-free memo.

Citations are required. You must provide cites whenever you refer to the sources of tax law used in this memorandum. You may cite your sources in numbered footnotes, numbered endnotes, or in parentheses immediately after the sentence mentioning the cited source.