Paul and Anna plan to form the PA LLC by the end of the current year to produce and sell specialty athletic apparel. Paul and Anna will both serve as member-managers of the LLC and will be active in its operations. The members will each contribute $80,000 of cash, and in addition, the LLC will borrow $240,000 from First State Bank. The $400,000 will be used to buy equipment and to lease a property they can use as a small manufacturing facility and a storefront. The bank has stated that the debt must be guaranteed, and Anna has agreed to personally guarantee the entire amount. At the end of the year, the LLC also expects to have accounts payable of $40,000 for inventory and supplies. The LLC’s operating agreement provides that all LLC items will be allocated equally. The agreement also provides that capital accounts will be properly maintained and that each member must restore any deficit in the capital account upon the LLC’s liquidation.

If the LLC claims a § 179 deduction, it will report a loss of about $380,000 in its first year, which the LLC members would like to deduct. Paul and Anna would like to know how the debt ($240,000 loan and $40,000 of accounts payable) will be allocated, and how that allocation affects their ability to deduct the losses. If limitations arise, can any adjustments be made to ensure the losses can be deducted? Using the format (1) facts, (2) issues, (3) conclusion and recommendations, and (4) law and analysis, draft a memo for the PA LLC tax planning file for your manager’s review that describes how the debt will be shared between Paul and Anna for purposes of computing the adjusted basis of each LLC interest. Include any planning ideas that could be addressed to improve the results.