Jace Seaton is a single taxpayer living in Eugene, Oregon. From 2013 to 2016, he worked as the CEO of Wengren & Jeffers, a local architectural firm. In 2017, he left the firm to start his own company as well as spend more time golfing and travelling. On October 25, 2017, he formed Seaton & Associates, a Limited Liability Company (LLC) under Oregon law.

Upon forming the LLC, Jace received an 80% interest in the company. Two other architects, Maria Juarez and Jaman Turhoon, each received a 10% interest in the company.

Jace provided all necessary capital, whereas Maria and Jamal provided experience and a commitment to work for the company. Seaton & Associates chose to be taxed as a partnership for federal income tax purposes.

During 2017, Jace worked approximately 300 hours for Seaton & Associates, and received a guaranteed payment of $100,000. Maria and Jamal each worked approximately 600 hours, and each received a guaranteed payment of $150,000. In 2017 the company generated a net loss of $530,000.

Write a memo to Jace explaining how the LLC members, particularly Jace, should treat the loss generated in 2017.

• Reg. 1.469-5T

• Gregg v. U.S., 87 AFTR 2d 2001-337