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Exploring Family Limited Partnerships and Limited Liability Companies: A Guide for Conagra Brands Employees

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If you own and operate a family business, a family limited partnership (FLP) or family limited liability company (FLLC) could become a vital component of your estate plan. A properly formed and maintained FLP or FLLC can facilitate the transfer of your business to the next generation, protect assets from potential creditors, and minimize income, gift, and estate taxes.

What is an FLP/FLLC?

Many of our Conagra Brands clients ask about FLPs and FLLCs. An FLP is a special form of limited partnership where members of a family serve as general and limited partners. An FLLC is a corporate entity owned by family members who may or may not serve as managers. With an FLP, general partners run the business. Limited partners have no vote and no say about day-to-day operations, but, they have limited liability; they aren't liable for the debts of the FLP in excess of their contributed capital. With an FLLC, all of the family members, even if they serve as managers, have limited liability (as with any corporate entity).

Note: The rest of this discussion will refer to an FLP; however, the underlying principles apply to FLLCs as well.

With a typical limited partnership, a general partner who has experience will team up with limited partners who have capital. In the family context, however, the senior generation typically starts out as both the general and the limited partners. They then gift the limited partnership interests to the younger generation. The general partners can gift as much as 99% of the business to the limited partners, keeping as little as 1%. This can be an ideal solution for our Conagra Brands clients who want to transfer ownership of their business to their children, but also want to keep control until their children can gain experience and become competent enough to manage the business on their own.

Asset Protection

An FLP can provide some measure of asset protection for the limited partners. It generally takes a court order (called a charging order) for a creditor to reach a limited partnership interest, and even this only requires the FLP to pay income to the creditor instead of the partner until the debt is paid. In this case, the creditor does not become a substitute partner. He or she must wait until the general partner decides to distribute income (which may be a very long time). In addition, FLP assets are likewise protected from loss due to divorce. The general partner, however, does not receive the same protection and is personally responsible for the debts and liabilities of the FLP.

Income Tax Considerations

An FLP is a pass-through entity for income tax purposes. This means that the IRS does not recognize an FLP as a taxpayer (as it does for a corporation), and the income of the FLP passes through to the partners. So, you can shift business income and future appreciation of the business assets to other members of your family who may be in a lower tax bracket. The family as a whole can enjoy tax savings. From 2018 to 2025, subject to various limits, an individual taxpayer can deduct 20% of domestic qualified business income (excludes compensation) from a FLP.

Tip: The partners must report the income earned by the FLP on their personal income tax returns and are responsible for payment of any tax owed. Income is allocated to each partner based on his or her share of the contributed capital (i.e., pro-rata share).

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Gift and Estate Tax Considerations

One of the most powerful advantages of an FLP that we'd like our clients from Conagra Brands to be aware of is that it can help minimize federal gift and estate taxes.

This is accomplished in three ways:

Leveraging the annual gift tax exclusion and gift and estate tax applicable exclusion amount: Gifts of interest in an FLP are subject to federal gift tax (and possibly state gift tax). However, you can minimize or eliminate your actual gift tax liability by transferring FLP interests in increments that are free from gift tax under the annual gift tax exclusion ($15,000 per recipient in 2019 and 2020). Further, every taxpayer has a federal gift and estate tax applicable exclusion amount equal to the basic exclusion amount of $11,580,000 (in 2020, $11,400,000 in 2019) plus any deceased spousal unused exclusion amount, so transfers that do not fall under the annual gift tax exclusion will be free from gift tax to the extent of your available applicable exclusion amount. Both the annual exclusion and the basic exclusion amount are indexed for inflation and may increase in future years.
Taking valuation discounts: You may be able to discount the value of the FLP interests given away. That's because the limited partners have very restricted rights, such as:(a) the inability to transfer an interest, (b) the inability to withdraw from the FLP, and (c) the inability to participate in management. These restrictions can result in a business value that is significantly less than the value of the underlying assets. These discounts can be considerable, totaling as much as 35%. The discounts available include the minority interest (lack of control) discount and the lack of marketability discount.
Removing future appreciation from your estate: Business assets generally appreciate (increase in value) over time. Distributing your assets among family members (through the FLP) freezes the current value and keeps any growth in value out of your estate later. You may have to pay gift tax now, but it will be less than if tax is calculated on a higher future value.

FLPs Must Comply With State Law and IRS Requirements

An FLP is subject to more restrictive rules than other forms of business entities. Care must be taken to create a valid FLP in the eyes of the state and the IRS. An FLP will be recognized only if it is formed for a valid business purpose. The FLP form will be disregarded if the IRS or the state finds that it was formed solely to avoid taxes.

Some specific purposes for creating an FLP include:

To adopt a family succession plan
To simplify annual gifting by the senior generation
To minimize income, gift, and estate taxes
To protect assets from potential creditors
To protect assets from waste by heirs
To consolidate assets into a single entity
To keep the business in the family
To decrease estate and probate costs

Additionally, an FLP may own a closely held business (other than a corporation that has made an election to be taxed as an 'S' corporation), real estate, marketable securities, or almost any other investment asset. Homes, cottages, or other personal use assets are normally not suitable for an FLP.

Tips For Forming And Maintaining A Valid FLP:

Have one or more substantial nontax purposes for creating the FLP, such as asset protection
Keep good records
Create the FLP while you're still in good health
Observe all legal formalities when creating the FLP and while operating the business
Hire an independent appraiser to value assets going into the FLP
Transfer legal title of assets going into the FLP
Put only business assets into the FLP — don't put any personal assets into the FLP
If you do put personal assets into the FLP, such as your home, pay fair market rent for their use
Don't commingle FLP assets and personal assets — keep them separate
Never use FLP assets for personal purposes
Keep enough assets outside the FLP to pay for personal expenses
Distribute income to partners pro rata

How does Conagra Brands, Inc. ensure that employees understand their retirement benefits, particularly the nuances of the Conagra Foods Inc. Pension Plan and the historical obligations from the Beatrice Retirement Income Plan (BRIP)? Are there specific communication strategies or resources provided to employees to navigate their eligibility and benefits?

Conagra Brands has not provided consistent documentation of the Beatrice Retirement Income Plan (BRIP), as evidenced by a lost BRIP Plan document, which has created confusion among former Beatrice employees. Conagra relies on internal committees like the Conagra Brands Employee Benefits Administrative Committee to oversee the administration of the Conagra Foods Inc. Pension Plan and the historical obligations from BRIP. However, there are allegations in the class action that Conagra has failed to communicate certain benefit entitlements, particularly the age at which unreduced benefits should commence(Conagra_Brands_Inc_02-1…).

In light of regulatory compliance, what measures does Conagra Brands, Inc. take to maintain the integrity and security of pension plan documents, especially considering the historical loss of the BRIP Plan document? How do the missing documents impact employee knowledge of their benefits?

The loss of the BRIP Plan document represents a significant failure in document retention and regulatory compliance. Under ERISA, Conagra is required to maintain and distribute these documents upon request. The missing BRIP documents have caused discrepancies in the administration of retirement benefits, particularly regarding the age of eligibility for unreduced benefits. Conagra has been criticized for not informing employees that these documents were lost, leading to confusion and underpayment of benefits(Conagra_Brands_Inc_02-1…).

What resources does Conagra Brands, Inc. offer to its employees who have questions about their pension benefits or discrepancies that may arise from the transition from the Beatrice Retirement Income Plan to the Conagra Foods Inc. Pension Plan? How can employees best utilize these resources?

Conagra directs employees to contact the Plan service center for inquiries related to their pension benefits. However, based on the complaints filed in court, there have been issues with transparency and the accessibility of important plan documents, including the BRIP. Employees have had to appeal their benefit decisions and deal with insufficient guidance on navigating the discrepancies between the old BRIP and the Conagra Plan. Resources like benefit calculators and service centers have sometimes provided inaccurate or incomplete information(Conagra_Brands_Inc_02-1…).

How does Conagra Brands, Inc. handle the potential discrepancies regarding the pension benefits related to the age eligibility for receiving unreduced benefits in the context of both the Conagra Plan and the Beatrice plan? What steps have been taken to prevent similar issues in the future?

Conagra has been handling discrepancies poorly, particularly around the age at which participants in the BRIP are entitled to receive unreduced benefits. The company's adjustment of the eligibility age from 60 to 65 without properly consulting or notifying employees has led to underpayment of benefits. The ongoing class action lawsuit seeks to address these discrepancies and prevent future issues by clarifying benefit entitlements under the terms of both plans(Conagra_Brands_Inc_02-1…).

Can you elaborate on the process that Conagra Brands, Inc. utilizes to communicate with employees about plan amendments and to clarify their rights under the Conagra Foods Inc. Pension Plan? What specific improvements have been made to this communication strategy in recent years?

The communication process regarding plan amendments at Conagra has been criticized as insufficient, particularly concerning the transition from the BRIP to the Conagra Plan. Employees have filed complaints about not receiving adequate notice of important changes, such as the shift in eligibility age for unreduced benefits. Conagra has failed to provide clear documentation, leading to confusion among employees. There is no evidence of significant improvements in recent years(Conagra_Brands_Inc_02-1…).

How does Conagra Brands, Inc. ensure compliance with the Employee Retirement Income Security Act (ERISA), especially regarding the fiduciary duties of the Conagra Brands Employee Benefits Administrative Committee? What protocols are in place to guarantee that employeesâ€™ rights are consistently protected?

Conagra's compliance with ERISA has been challenged in court, with allegations of fiduciary breaches related to the loss of critical plan documents like the BRIP. The Conagra Brands Employee Benefits Administrative Committee is responsible for maintaining the integrity of the pension plan, but the loss of documents and failure to notify employees of their rights raise questions about the adequacy of these protocols. The lawsuit highlights a need for improved oversight and adherence to ERISA's fiduciary requirements(Conagra_Brands_Inc_02-1…).

What options are currently available for former Beatrice employees and other participants in the Conagra Foods Inc. Pension Plan to claim benefits they believe they are entitled to? How does Conagra Brands, Inc. facilitate this process?

Former Beatrice employees can contact the Pension Service Center to inquire about their benefits and initiate claims. However, the process has been complicated by missing documentation and conflicting information about eligibility. Some employees have been forced to file legal claims to recover benefits owed to them, as in the case of the ongoing class action lawsuit. The lack of clear and accessible resources has made it difficult for employees to navigate the process effectively(Conagra_Brands_Inc_02-1…).

In what ways does Conagra Brands, Inc. provide support or guidance for employees approaching retirement, particularly in understanding the timelines and responsibilities associated with electing benefits from the Conagra Foods Inc. Pension Plan?

Conagra provides online calculators and service center assistance for employees approaching retirement, but these tools have proven unreliable for some participants. Employees have reported being unable to calculate their benefits accurately or being told they were ineligible for benefits before age 65, despite the terms of the BRIP allowing benefits to begin at age 60. The class action complaint highlights deficiencies in the guidance provided to employees regarding their benefits(Conagra_Brands_Inc_02-1…).

How can employees at Conagra Brands, Inc. contact the Employee Benefits Administrative Committee for inquiries related to their benefits? What are the most efficient avenues for addressing concerns about the Conagra Foods Inc. Pension Plan or the transitions from the Beatrice plan?

Employees can contact the Plan service center for inquiries related to their benefits, but accessing the Employee Benefits Administrative Committee directly appears to be more challenging. The lawsuit indicates that employees seeking to address discrepancies with their benefits have not received timely or effective communication from the committee, often requiring legal action to resolve their concerns(Conagra_Brands_Inc_02-1…).

How does Conagra Brands, Inc. evaluate its pension plan's performance and benefits offerings in relation to industry standards? What methods are used to ensure the company remains competitive while protecting employee benefits under the Conagra Foods Inc. Pension Plan?

There is little publicly available information regarding how Conagra evaluates its pension plan's performance against industry standards. The company's handling of historical pension obligations, particularly from the Beatrice acquisition, suggests that its methods for protecting employee benefits have been insufficient. Ongoing litigation regarding underpayment of benefits and loss of critical documents indicates that the company may need to improve its evaluation methods and compliance efforts to remain competitive(Conagra_Brands_Inc_02-1…).

With the current political climate we are in it is important to keep up with current news and remain knowledgeable about your benefits.

Conagra Brands announced a restructuring plan aiming to streamline operations and reduce costs. This includes layoffs impacting various departments and potential changes to employee benefits.

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For more information you can reach the plan administrator for Conagra Brands at 222 W. Merchandise Mart Plaza Chicago, IL 60654; or by calling them at (312) 549-5000.