Presentation on theme: "Principles of Taxation"— Presentation transcript:
1Principles of Taxation Chapter 11The Choice of Business Entity
2Choice of Entity This is a tax planning chapter - HOW to use rules. Pass-through lossesAfter-tax cash flows to individual investorFamily income shiftingPartnership versus S Corp characteristicsClosely-held corporationsConstructive dividends limit corporate tax avoidance.Accumulated earnings tax, personal holding company tax, tax rates on members of a controlled group.
3Passthrough EntitiesPartnerships (includes LLCs) and S Corps are not taxed as entities. Investors pay tax on their share of entity income.Is there a single or double level of taxation?Are cash distributions are generally taxable?
4Benefits of Passthrough Losses When are passthrough losses generally deductible?At what rates?Corporation loss must be carried (back) forward and used to offset income in a taxable year where profits are reported. Thus, when, and at what rates, is a benefit obtained?
5Example:Investor A has $200,000 of taxable income in 1996, 1997 and 1998 before his investment in Entity X. Entity X has an end of year loss in 1996 and 1997 of (50,000) per year and has profits in 1998 of $200,000. What is the net present value at 10% of the tax refunds or payments due on Entity X losses and profits if X is a:a) pass-through entity?b) corporation?
6Passthrough Example 1996 deduction = (50,000) x 36% = ( ) refund 1998 income = $200,000 x 36% = _________ taxNPV tax cost at 10% if END of year payments = ________________
7Corporation Example1998 net income = $100,000, corporate tax = _____________NPV = ___________. Why is this better even though the tax refund was delayed?BUT, if corporation pays a dividend, then individual also taxed on 77,750 x 36% =___________.NPV of total tax = __________Is this better or worse than passthrough?
8Passthrough Entities Only Have a Single Level of Tax The preceding example illustrates the benefits of a pass-through entity.a) Use losses immediatelyb) Single level of taxation
9Family Income Shifting What is the goal?Remember, income shifting is the RESULT of shifting property ownership - can’t assign income.If children or other relatives are made partners or co-shareholders, they own part of the business.The transfer of ownership may have GIFT TAX consequences if relatives don’t pay FMV.
10Limits on Family Income Shifting Family members cannot be partners in a personal service business unless they can do what?Family members providing services must first receive ______________________before net income is allocated.How is income allocated if the entity isa family partnership?an S corporation?
11Other Considerations Gift tax (See Q3). Legal and accounting costs of creating and operating business.Dilution of parents’ wealth - transfers must be complete and legally binding, irrevocable.
12Partnership versus S Corporation What are some administrative requirements of S Corps?Partnership agreements have more flexibility, but require more careful legal drafting.Refresher (chapter 9) - which owners receive tax basis for liabilities of the entity?S Corporation shares are transferable. Partnership interests are not - requires new partnership agreement.
13Type of Flow-Through Entity Liability (See Q6)In which case(s) is the owner liable for losses/debts of the entity:General partnerLimited partnerPartner in an LLPPartner in an LLCShareholder in an S CorpShareholder in a C Corp
14Closely-Held Corporations Biggest challenge is how can the investors avoid double taxation of corporate earnings.If shareholders are also creditors, is interest expense deductible to corporation?If shareholders are also employees, is wage expense deductible to corporation?If shareholders are also landlords, is rent expense deductible to corporation?
15Closely-Held Corporations IRS challenge turns “unreasonable” payments into constructive dividends.How does the IRS decide what is unreasonable? (AP6)interestwagesrent
16Accumulating Corporate Profits as a Tax Shelter The goal of the taxpayer:Keep earnings in corporation.Small corporations are taxed at low rates.Delay paying dividends.Possibly convert ordinary dividend to capital gain by selling stock.
17IRS Weapons Against Using Corporation as Tax Shelter Accumulated earnings taxPenalty is to assess tax on accumulated taxable income at what rate?How is this like a deemed dividend?What are common traits that IRS looks for?
18IRS Weapons Against Using Corporation as Tax Shelter Personal Holding Company taxSimilar penalty assesses tax on undistributed earnings at _______%Applies to corporations whose income is principally what?Application of Accum. Earn Tax and PHC tax: rules prevent abuse, so practical assessment of these taxes is rare.
19Controlled Group Tax Rates Aggregate the taxable income of all members of a controlled group (>= _______% common ownership).Compute tax.Allocate tax according to proportion of taxable income.These rules prevent disbursing corporate income into numerous units all taxed at 15%.