EA Exam Prep – Part 2B All audio is streamed through your computer speakers. There will be several attendance verification questions during the LIVE webinar that must be answered via the online quiz at the conclusion to qualify for CPE. Today’s webinar will begin at 2:00pm EDT Please note: You will not hear any sound until the webinar begins.

John O. Everett, Phd., CPA Cherie J. Hennig, Phd., CPA EA Exam Prep – Part 2B John O. Everett, Phd., CPA Cherie J. Hennig, Phd., CPA

Learning Objectives After attending this seminar, you should be able to: Explain the tax gain or loss and basis rules related to the formation of a corporation under Sec. 351 Interpret the special tax rules related to corporate dividends received and charitable deductions, other deductions, and corporate capital transactions Recognize the key components of corporate “earnings and profits” and the effects on corporate distributions Delineate the key qualifications for S Corporation status Provide an overview of estate & trust income taxation Specify and apply the key requirements of qualified corporate retirement plans

Corporations: Formation Under Sec. 351 Topic 1 Corporations: Formation Under Sec. 351

1A Sec. 351 Transfers – Basics Sec. 351 – No gain or loss on formation if: Transfer consists solely of property Exchanged solely for corporate stock Contributing shareholder(s) are in control of the corporation (at least 80% of voting and outstanding stock) Nonqualified – Bonds, certain preferred stock (redemption rights, dividend tied to interest rates) Sec. 351 Result – No gain, basis carryovers to shareholder stock and corporate transferee

1B Sec. 351 Transfers – Services Contribution of Services – Contributing S/H taxed, shares not counted for 80% Property Transferred With Services – Shares issued for services counted in 80% test if FMV prop. >10% total transferred (but S/H still taxed on services income) Question 1

Question 1 Donna exchanges property having an $18,000 adjusted basis and a $35,000 fair market value for 70 shares of the newly-created Table Corporation stock. Evelyn exchanges legal services worth $15,000 for the remaining 30 shares of Table Corporation stock. Which of the following is correct? a. Evelyn recognizes no income, and the exchange is nontaxable b. Evelyn must recognize $15,000 of income, but Donna’s transfer is a Sec. 351 nontaxable exchange c. Evelyn must recognize $15,000 of income, and Donna must recognize $17,000 gain on the exchange d. the exchange qualifies as nontaxable under Sec. 351

1C Sec. 351 – Gain/Loss (No Boot Received) If All 3 Conditions Met – (1) No gain or loss, (2) basis of stock is basis of property, (3) corporation’s basis in property is S/H’s basis If All 3 Conditions Not Met – Exchange taxable, FMV as basis for corporate property & S/H stock Question 2

Question 2 Mario and Jim are incorporating their pizza shop. They will transfer the following assets to the corporation in exchange for 100% of the stock: Basis FMV Mario Jim Mario Jim Cash $ 5,000 $ 4,000 $ 5,000 $ 4,000 Equipment 10,000 31,000 30,000 30,000 Furniture and fixtures 1,000 0 12,000 1,000 Building 40,000 0 100,000 0 Totals $56,000 $35,000 $147,000 $35,000 If they go forward with the incorporation, how much gain/loss would Mario have to report on his tax return for the year? a. $91,000 b. $0 c. $91,000 loss d. none of the above

1D Sec. 351 Gain/Loss – With Boot Received Boot – Any non-stock property received by the shareholder (cash, property, bonds, etc.) Loss – Never recognized when boot is received Gain – Recognize lesser of realized accounting gain or boot received Note – Parallels to the Sec. 1031 like-kind exchange provisions Question 3

Question 3 Paul, Randy, and Steve form North Corporation by transferring the following properties: Transferor Asset Basis FMV Received Paul Machinery $10,000 $12,500 25 sh. North stock Randy Land $18,000 $25,000 40 sh. North stock & $5,000 note Steve Cash $17,500 $17,500 35 shares North stock The 100 shares represent all outstanding stock of North Corporation. Using the rules for IRC Section 351, which of the following is correct? a. The exchange does not qualify for Sec. 351 nontaxable treatment. b. The exchange qualifies for Sec. 351 and is nontaxable except that Randy must recognize $7,000 of capital gain. c. The exchange qualifies for IRC Section 351 and is nontaxable except that Randy must recognize $5,000 of capital gain. d. The exchange qualifies for IRC Section 351 and is nontaxable except that Randy must recognize $5,000 of ordinary income.

1E Sec. 351 – Liabilities Assumed Sec. 357 – Liabilities assumed by the corporation are not treated as boot received for gain (but are for basis purposes—see below) If Liabilities > Basis of Prop Transferred – Excess must be reported as gain to prevent a negative basis—see basis discussion below Question 4

Question 4 Mr. Jacobs transferred an office building to Booda Corporation in exchange for 100% of Booda’s only class of outstanding stock and $30,000 in cash. The building had an adjusted basis of $150,000 and a fair market value of $250,000. The building was subject to a mortgage of $120,000 which Booda assumed for a valid business reason. The fair market value of Booda Corporation’s stock on the date of the transfer was $100,000. What is the amount of Mr. Jacobs’ recognized gain? a. $100,000 b. $70,000 c. $30,000 d. $0

1F Sec. 351 – Basis of Stock to Shareholders Shareholder’s Basis of Stock Received: Adjusted Basis of Property Transferred + Gain Recognized for Tax Purposes - Boot Received (Including Liabilities) - Loss Recognized (Rare) Parallels – In computation to the Method 1 basis rules for like-kind exchanges Question 5

Question 5 The basis of stock received in exchange for property transferred to a corporation is the same as the basis of the property transferred with certain adjustments. Which one of the following would not decrease the basis of the stock? a. the market value of other property received b. any amount treated as a dividend c. any money received d. any loss recognized on the exchange

1G Sec. 351 – Basis of Property to Corporation Corporation’s Basis in Property Received.: Adjusted Basis of Property to Transferor + Gain Recognized (Taxable) by Transferor Rationale – The S/H is the corporation, so the gain add-on to basis prevents double taxation on a later sale of the property Figure 1(a) and 1(b) Question 6

Figure 1(a)

Figure 1(b)

Question 6 Mr. Kahrs transferred property with an adjusted basis of $17,500 and a fair market value of $21,500 to Corporation G. In exchange, Mr. Kahrs received $2,000 cash and 85% of Corporation G’s only class of stock. The stock received by Mr. Kahrs had a fair market value of $19,500. What is Corporation G’s basis in the property received in this exchange? a. $-0- b. $17,500 c. $19,500 d. $21,500

1H Sec. 351 – Holding Period Issues Sec. 351 – Provides for a “tacking” of holding periods SH Basis in Stock – Includes holding period of contributed property Corp Basis in Property – Includes holding period of property of the transferor SH

The Corporate Dividends Received and Charitable Deductions Topic 2 The Corporate Dividends Received and Charitable Deductions

2A Importance of Corporate Tax Format - Example Gross margin $420,000 Gross dividends received (10% int.) 20,000 Net capital gains (no losses) 30,000 Other income 30,000 Gross income $500,000 Operating expenses ( 200,000) Income before charitable ded. $300,000 Charitable ($42,000, but 10% limit) ( 30,000) Div. received ded. ($20,000 x .70) ( 14,000) Taxable income $256,000

2B Dividends Rec’d. Deduction – In General DRD – A percentage deduction allowed to corps for dividends received (70%, 80%, or 100%) Foreign Dividends – Do not qualify (due to credit) Debt-Financed Portfolio Stock – DRD reduced DRD Not Available – For REITS, exempt corps, stock held < 46 days during 90-day pd. around ex-dividend ( < 91 of 180 days for preferred), or short sale stock Special Limits – SBICS, Reg. Inv. Companies

2C Dividends Rec’d. Deduction – General Rule DRD – In general, following percentages of dividends received are deductible: 70% (if interest in payor < 20%) 80% (if interest in payor =>20% but < 80%) 100% (controlled subsidiary interest => 80%) 0% (foreign dividend, because of the foreign tax credit, which eliminates one layer of taxation) Taxable Income Limit – May apply (see tests below) Question 7

Question 7 Cooper Co. had the following income and expenses during its calendar year: Income from operations $250,000 Expenses of operations 175,000 Qualifying dividends received (10% ownership) 15,000 What is Cooper Co.’s dividend received deduction? a. $15,000 b. $10,500 c. $12,000 d. none of the above

2D Corp DRD: Limitation and Exception (1) General Rule – 70-80-100% of dividend (2) Limitation – DRD limited to 70% or 80% of taxable income (operating loss plus gross dividend), if less than general rule (3) Exception – If full DRD (70%/80% of gross div) creates or adds to an NOL, full DRD allowed Figure 2 Questions 8 and 9

Figure 2 Anderson Company owns a 26% stock interest in Bell Co. common stock. During the current year, Anderson received $40,000 of gross dividends on the Bell Co. stock. Anderson’s dividends received deduction, assuming operating incomes (losses) of $180,000, ($5,000), and ($15,000) would be computed as follows: General Limit Exception Operating income (loss) $180,000 $ (5,000) $(15,000) Dividend income 40,000 40,000 40,000 Taxable before DRD $220,000 $35,000 $25,000 DRD (32,000) (28,000) (32,000) Taxable income (NOL) $188,000 $ 7,000 $ (7,000)

Question 8 During the year, Pine Corp. had losses of $20,000 from operations. It received $180,000 in dividends from a 25%-owned domestic corporation. Pine’s taxable income is $160,000 before the dividends-received deduction. What is the amount of Pine’s dividends-received deduction? a. $-0- b. $144,000 c. $128,000 d. $180,000

Question 9 During the year, Tilden, Inc. had gross income from business operations of $500,000 and $625,000 of allowable business expenses. Tilden also received $150,000 in dividends from Jefferson Corporation. Tilden owns 23% of the voting power and value of Jefferson. What is the amount of Tilden Inc.’s net operating loss? a. $(125,000) b. $(14,500) c. $(95,000) d. none of the above

2E Corporate Charitable Deduction – General General Deduction – Cash plus FMV of non-inventory property given to charity 10% Taxable Income Limit – May apply (see below); unused carryover for 5 years Authorized Contribution – By Board of Directors before end of year deductible if paid by due date of return (2½ months)

2F Corporate Charitable Deduction – Limits Deduction Limit – 10% of taxable income before (1) charitable, (2) div. received deduction, (3) capital loss or NOL carryback (not carryforward) Property Contributions – Limits if ord. inc. prop. Unused – Carry over 5 years (use current first) Inventory – Deduction usually limited to cost, but allowed cost + 50% of appreciation (limited to 2 x cost) deduction for (1) Care of the ill, needy, or infants or (2) Univ. scientific purposes Question 10

Question 10 During the year, Sweetheart had the following income & expenses: Gross receipts $1,200,000 Salaries and wages 600,000 Contribution to qualified charities 90,000 Capital gains 30,000 Depreciation expense 70,000 Dividend income (20%-owned) 120,000 Dividends-received deduction 96,000 What is Sweetheart’s charitable contribution deduction for the year? a. $90,000 b. $68,000 c. $52,000 d. $43,000

Corporations: Other Deductions Topic 3 Corporations: Other Deductions

3A Compensation & Fringe Benefits Paid With Property – Recognize gain/loss on apprec./deprec. in value, then deduct FMV Pay With Own Stock – No gain or loss, deduct FMV of stock IRS- May reallocate comp if tax avoidance Fringe Benefits – Most deductible, regardless of excludability by recipient Question 11

Question 11 Spice, a calendar-year accrual-basis corporation, distributed shares of Sugar Corporation stock to Spice’s employees in lieu of salaries. The salary expense would have been deductible as compensation if paid in cash. On the date of the payment, Spice’s adjusted basis in the Sugar Corporation stock distributed was $25,000 and the stock’s fair market value was $85,000. What is the tax effect to Spice Corporation? a. $25,000 deduction b. $25,000 deduction; $60,000 recognized gain c. $85,000 deduction d. $85,000 deduction; $60,000 recognized gain

3B Miscellaneous Corporate Deductions Worthless Affiliated Co. Stock – Ordinary loss allowed if corporation owns at least an 80% interest Domestic Activities Production Deduction – 9% of lesser of (1) qualified production activities income or (2) taxable income for the year (AGI for individual); limited to 50% of W-2 wages

3C Corporate Net Operating Losses NOL Computation – NOL deduction, capital loss and charitable carryovers not allowed in computing an NOL Dividends Received Deduction – May limit NOL Casualty or Theft Loss – Increases NOL Current-Year NOL – 2-year c/b and 20-year c/f Election – Available to forego carryback; must use same for AMT (irrevocable when made); carryovers used up on FIFO basis Questions 12 and 13

Question 12 For the tax year ended December 31, Muncie Corporation had gross income of $300,000 and operating expenses of $450,000. Contributions of $2,500 were included in the expenses. In addition to the expenses, Muncie had a net operating loss carryover of $8,000. What is the amount of Muncie Corporation’s net operating loss for the year? a. $156,500 b. $152,500 c. $150,000 d. $147,500

Question 13 For tax year 2014, Windy Corporation had taxable income of $80,000 before using any of its net operating loss from 2013. Windy never elected to forgo the carryback of its losses since its incorporation in 2008. Windy’s books and records reflect the following income (losses) since incorporation: 2009 $20,000 2011 $30,000 2013 ($50,000) 2010 (55,000) 2012 35,000 What is the amount of taxable income Windy Corporation should report on its 2014 tax return? a. $50,000 b. $60,000 c. $70,000 d. $80,000

3D Corporate Passive Losses Regular C Corps – Not subject to the passive loss limitations Personal Service Corporations (PSCs) and Closely-Held Corps (CHCs) – Are subject to passive loss limitations CHCs – May offset passive or active income with passive losses (PSCs cannot)

3E Qualifying Organizational & Startup Costs Organizational Costs – Licenses, fees for drafting documents, registration fees (but not costs of printing and issuing stock certificates); Sec. 248 permits expensing & amortization (below) Startup Costs – Bringing the bus. to the point of daily operations (training, advertising), but not deductible interest, taxes, or R&E; Sec. 195 permits expensing & amortization (below) Elective Expensing & Amortization - $5,000 max. expensing, phase-out $1 for $1 beginning at $50,000 total expenses, 180-month amortization of remaining costs)

3F Organization & Startup Costs – Making the Election Election – For either made by filing Form 4562 and separate detailed statements listing qualified costs; irrevocable election Valid Election – If filed by due date of return (plus extensions), or by amending first return within 6 months of due date (plus extensions) If no Election – No cost recovery until business is liquidated; costs presumably have unlimited life

3G Org. & Startup Costs – Computing Deduction Either Cost – Must be paid or incurred within the first year of doing business Separate Computations – For each cost; do not combine Amortization Period – Begins in the first month that the company is open for bus. Change in Amortization Period – Is not allowed Figure 3 Question 14

Figure 3 Bell Corporation, which opened its doors for business on 6/1/2014, incurred the following: $3,600 to draft articles of incorporation, $5,000 filing costs prior to opening, $9,000 per month salary for company President for entire year, and $15,000 advertising ($9,000 prior to opening). Bell’s deduction for organization costs and startup costs are: Total Org. Costs = $3,600 + $5,000 = $8,600 Deduction = $5,000 exp. + ($3,600 x 7/180) amortization Total Startup Costs = ($9,000 x 5) + $9,000 = $54,000 Deduction = $1,000 exp. + ($53,000 x 7/180) amortization

Question 14 Ace Corporation, a calendar-year corporation, started business on May 1, 2014. The corporation incurred the following expenses relating to the organization of the business: Fee paid to state for incorporation $22,400 Legal fees for drafting 24,200 Cost of printing stock certificates 21,200 Commission expense on sale of stock 32,300 Expenses of temporary directors 7,400 If Ace Corporation elects to amortize its organizational expenses, what is its maximum allowable deduction for 2014? a. $880 b. $1,040 c. $3,356 d. $9,333

Corporate Capital Transactions & Related Party Rules

4A Corp. Capital Netting – Similarities to Individual Step 1 – Net all STs, determine ST result Step 2 – Net all LTs, determine LT result Step 3 – Compare sign of ST & LT results: If same sign – Each enters income separately If opposite sign – Net result enters income Differences from Individuals – How the final results enter ordinary income (next)

4B Corp. Capital Netting – Differences From Individual 4 Differences – for Corps vs. Individuals: No L/T capital gains preferential tax rate No offset of capital losses against ordinary inc Unused losses c/b 3 years and c/f 5 years All unused capital loss carrybacks & carry-forwards automatically short-term in nature Figure 4 Questions 15 and 16

Figure 4 Example - During 2014, Corporation X had a $14,000 long-term capital gain and a $5,000 short-term capital loss. Since the short-term and long-term results are opposite signs, they are netted, and the $9,000 net long-term gain is fully taxable (no preferential gains rate exists). Example - During 2015, Corporation X had a $14,000 long-term capital loss and a $5,000 short-term capital gain. Since the short-term and long-term results are opposite signs, they are netted, and the $9,000 net long-term loss may not offset ordinary income. Instead, it is carried back 3 years as a short-term capital loss. If there were no capital transactions in 2012 or 2013, the $9,000 loss would be carried to 2014 and offset the $9,000 net long-term gain reported that year. By filing an amended return, Corporation X will receive a refund on the taxes paid on the $9,000 gain originally reported in 2014.

Question 15 During the year, Dowdy, a C corporation, realized a long-term capital gain of $5,000 from the sale of a tract of land, a long-term capital gain of $10,000 from the sale of stock of Ornery Corporation, and a long-term capital loss of $23,000 from the sale of U.S. government securities. What amount of the long-term capital loss may Dowdy deduct on its income tax return? a. $8,000 b. $15,000 c. $18,000 d. $23,000

Question 16 Dooly Corp. incurred net short-term capital gains of $40,000 and net long-term capital losses of $90,000 during 2014. Taxable income from other sources was $400,000. How are the capital gains and losses treated on the 2014 tax return, Form 1120? a. $3,000 of the excess capital losses are deducted currently and $47,000 is carried forward indefinitely. b. None of the excess net long-term capital losses are currently deductible, but may be carried back three years and then forward five years as short-term capital losses. c. Excess net long-term losses are fully deductible in 2014. d. Excess net long-term capital losses of $50,000 are carried back 2 years then forward 20 years as short-term losses.

4C Sec. 267 Related Party Rules for Corps Two Deductions Disallowed by Sec. 267: Loss on sale or exchange between related parties Year-end accrual-basis deduction for payment made to cash-basis related party in the following year Related Parties – Defined as family members and controlled entities (direct or indirect) Constructive Ownership (Attribution) – Indirect double attribution through entities (ex. - p’ship interest in corp. in question), but not with others

4D Sec. 267 Disallowed Losses on Sales No Exceptions – To disallowance rules (e.g., family hostility ignored), but liquidating dist. OK Disallowed Loss – May only reduce gain on subsequent resale by the related party (cannot create or add to loss) Gain Reduction Rule – Does not affect basis or holding period rules Question 17

Question 17 Mitchell sold his Saratoga Bombers Corporation stock to his brother Sheldon for $7,600. Mitchell’s cost basis in the stock was $10,000. Sheldon later sold this stock to Morey, an unrelated party, for $10,500. What is Sheldon’s recognized gain? a. $2,100 b. $2,900 c. $500 d. $2,400

4E Sec. 267 Disallowed Expense Accruals Transactions Covered – Expense accrual by accrual-basis corporation to a related cash-basis shareholder/employee or business party Tax Result – No deduction for expense until included in the related party’s income Sec. 267 Related Party Definition – Includes a PSC and any cash-basis shareholder/employee

Corp. Earnings & Profits (E&P) Determinations Topic 5 Corp. Earnings & Profits (E&P) Determinations

5A Adjusting Income to Determine E&P E&P – Represents a corporation’s ability to pay dividend without returning invested capital; includes both current & accumulated E&P Adjustments – Convert taxable income to a “wherewithal to pay” economic income (i.e., - cap. loss, + DRD, - tax liability, - excess contributions, + tax-exempt interest) Other Adj. – Depreciation (straight line), inventory (no LIFO), installment method not allowed Figure 5 Question 18

Figure 5 Example - Computation of Current Earnings and Profits Taxable income per tax return $ 35,200 Add: Tax-exempt interest income 5,000 Dividends received deduction 8,000 Depreciation differential ($4,000 - $3,000) 1,000 Less: Non-deducted charitable ($5,000 - $4,800) (200) Non-deducted meals & entertain. ($2,000 x .50) (1,000) Federal income taxes paid (5,280) Current Earnings and Profits $ 42,720

Question 18 Porter Corporation, a calendar-year taxpayer reporting on the accrual basis, had accumulated earnings and profits of $110,000 as of January 1. The following occurred during the year: Taxable income $46,000 Unused charitable contributions 1,800 Depreciation on return – MACRS (straight-line is $4,500) 5,600 Federal income tax accrual 5,400 Net capital losses (3,200) What is Porter Corporation’s accumulated earnings and profits as of December 31? a. $152,100 b. $149,900 c. $150,300 d. $146,700

5B Cash Distributions – Effect on E&P Cash – Reduces E&P (taxable dividend if either current [CEP] or accumulated E&P [AEP] exists); then cost recovery, then capital gain (i.e., sale) More Than One Dist. in the Year – Allocate CEP pro rata to each distribution, but apply AEP chronologically to each distribution If CEP Negative and AEP Positive – Net on date of dist. (a negative CEP allocated on daily basis) Figure 6(a), 6(b), and 6(c) Question 19

Figure 6(a)

Figure 6(b)

Figure 6(c)

Question 19 Vernon Corporation, a calendar-year C corporation, had accumulated earnings and profits of $100,000 as of January 1. Vernon had a deficit in current earnings and profits for the current year in the amount of $(140,000). Vernon distributed $35,000 cash to its shareholders on July 1. Vernon Corporation’s accumulated earnings and profits as of December 31 is: a. $0 b. $(40,000) c. $(70,000) d. $(75,000)

5C Property Distributions – Effect on E&P Two E&P Effects of Property Distribution: Unrealized gain on property increases E&P Larger of adjusted basis or FMV of property decreases E&P Net Effect of Rule – Reduce E&P by the adjusted basis of the property Liabilities Assumed by S/H – Increase E&P Question 20

Question 20 During the year, Ambassador Matinee Company distributes a dividend in the form of land to its sole shareholder. The land has a fair market value of $50,000 and an adjusted basis of $10,000. Assuming that the corporation has sufficient earnings and profits and ignoring the potential tax effect of any taxes on the distribution, the net effect of the transaction on earnings and profits is: a. an increase of $40,000 b. an increase of $10,000 c. a decrease of $10,000 d. none of the above

Corporate Distributions Topic 6 Corporate Distributions

6A Classification of Cash Distributions E&P Rules – Mirrored in determining the tax status of distributions to shareholders Shareholder – Taxed on dividend to extent of his or her share of CEP & AEP, then nontaxable recovery of capital, then capital gain (as though stock is sold) Review – E&P allocations (Topic 5) Questions 21 and 22

Question 21 Rose Corporation, a calendar-year corporation, had accumulated earnings and profits of $40,000 as of January 1. However, for the first six months of the year Rose Corporation had an operating loss of $36,000 and finished the year with a total net operating loss of $55,000. Rose Corporation distributed $15,000 to its shareholders on July 1. Which of the following is correct? a. the entire distribution of $15,000 is taxable b. the entire distribution is not taxable c. the part of the distribution which is taxable is $12,500 d. the part of the distribution which is taxable is $14,000

Question 22 Corporation M, a calendar-year corporation that began doing business on January 1, 2002, had accumulated earnings and profits of $30,000 as of January 1, 2014. On July 2, 2014, M distributed $22,000 cash to Mrs. C, M’s shareholder. M had a $20,000 deficit in earnings and profits for 2014. Mrs. C had an adjusted basis of $14,000 in her stock before the distribution. What is the amount of Mrs. C’s basis in the stock after the distribution? a. $-0- b. $2,000 c. $12,000 d. $14,000

6B Corporate Redemptions – Dividend or Exchange 5 Ways for Capital Gain on Redemption: Not essentially equivalent to dividend [facts & circumstances] Disproportionate distribution (50% overall, 80% disprop. test) Complete termination of interest (agree to stay out bus. 10 yr) Partial liquidation (significant business contraction) Pay estate taxes (FMV family stock > 35% estate) Other Redemptions – Ordinary dividends Effect on E&P – If div, reduce E&P; if CG, reduce E&P by larger of (1) FMV distribution or (2) E&P x % redeemed Question 23

Question 23 Mr. Oleaner owns 600 shares of the voting stock of Clarkson Corporation. The remaining 350 shares of the voting stock outstanding are held by persons unrelated to Mr. Oleaner. Mr. Oleaner wants a proposed redemption of part of the stock to qualify under IRC Sec. 302(b)(2). What is the maximum number of shares that Mr. Oleaner can own after the redemption to qualify as a sale or exchange? a. 300 b. 349 c. 479 d. none of the above

6C Redemptions – Stock Attribution Rules Attribution Rules – Apply with 50% & 80% tests Sec. 318 – Attribute stock owned by spouse, parents, children, grandchildren back to TP (but NOT brothers and sisters) ATR from an entity – To an owner possible, but must be at least 50% total direct or indirect int. ATR to an entity – From an owner for all shares (for corporation, must exceed 50% int.) Figure 7 Question 24

Figure 7 The 1,000 shares of stock of ABC Company is owned by: Adam Ant 300 shares Alice Ant (Adam’s wife) 100 shares Ace Ant (Adam’s grandfather) 100 shares Bitty Ant (Adam and Alice’s son) 150 shares Billy Bug (Alice’s father) 150 shares Betty Grasshopper (unrelated) 200 shares   a. If ABC redeems 200 of Adam’s shares ($40,000 basis) for $60,000. Before (550/1,000); After (350/800); passes - $20,000 capital gain b. If ABC redeems 50 of Alice’s shares ($20,000 basis) for $30,000. Before (700/1,000); After (650/950); fails - $30,000 dividends

Question 24 Ranger Corporation’s only class of stock is owned by: Matthew 40% Darlene, Matthew’s sister 25% Matthew’s and Darlene’s father 25% Matthew’s and Darlene’s grandfather 10% What is Matthew’s percentage of stock ownership under the attribution rules for stock redemptions? a. 65% b. 75% c. 90% d. 100%

6D Corporate Partial Liquidations Sale or Exchange Treatment – Permitted for partial liquidations; reported by: Individuals (capital gain or loss) Corporations (dividends, for 70%/80% DRD) Required – A significant contraction of the business enterprise Examples - Liquidating a business line or not replacing division destroyed by fire

6E Distributions of Property – Gain/Loss to SH Dividend Income – FMV property (limited to the shareholder’s share of E&P); rules do not apply to distribution of Co.’s own stock Liability on Distributed Property – Amount reduces income to S/H (and increases E&P) Bargain Sale to S/H – Bargain element is taxed as a dividend Question 25

Question 25 Philly Corp. distributed an office building to its 60% shareholder. The fair market value of the building on the date of the distribution was $300,000. Philly’s basis in the building was $200,000. The shareholder assumed the mortgage on the building that had a principal balance of $100,000 on the date of the distribution. Current year earnings and profits of Philly Corp. were $400,000. No other distributions were made during the year. What should the shareholder report on his tax return for the year of the distribution? a. $0; distributions to shareholders result in no gain or loss b. $300,000 dividend c. $200,000 dividend d. $100,000 dividend

6F Property Distribution – Gain/Loss to Distr. Corp Corp – Recognizes gain/loss on distribution as if sold; character depends on asset (e.g., depreciation recapture possibility) Liability on Distributed Property – If the liability > FMV property, the FMV is presumed to be equal the liability Question 26

Question 26 Rally Corporation distributed a sailboat to its sole shareholder, Ms. H. At the time of the distribution, the sailboat had a fair market value of $175,000 and an adjusted basis to Rally of $150,000. The sailboat was subject to a loan of $190,000, which Ms. H assumed. What is the amount of Rally’s gain or (loss) on the distribution? a. $(15,000) b. $-0- c. $25,000 d. $40,000

S Corporations – Key Requirements Topic 7 S Corporations – Key Requirements

7A S Corps – Basic Requirements S Corp – Domestic, foreign operations OK , no Domestic International Sales Company (DISC) Basic Requirements for an S: 100 S/H limit (“family” is one S/H—ancestors & descendents of common ancestor and spouse); all S/H as of beg. of year consent on Form 2553) S/Hs only individuals, resident aliens & certain trusts (QSST, if individual reports income) One class of stock (voting/nonvoting OK) Not part of affiliated group (may own % of C) Question 27

Question 27 A corporation may elect to be an S corporation if it meets the following tests: a. It is a domestic corporation b. It has no more than 100 shareholders Certain family members are treated as one shareholder for this requirement. All other persons are treated as separate shareholders c. It has only one class of stock d. All of the above

7B S Corp Election – Effective Date Form 2553 – Election, consent of all S/H at the beginning of the first S year Election – Due by 15th day of 3rd month of year that election is desired 1st Day of 1st Yr. – Earliest date S Corp. has: S/H, assets, or begins business If Filed After Due Date – Election effective for next year (IRS may accept late application if filed within 12 months, if reasonably explained) Question 28

Question 28 Bob and Dianne decided to combine their businesses and start a mail-order business. On January 1, 2014, they formed the B & D Corporation, but they did not file Form 2553 (Election by a Small Business Corporation) when they formed the corporation. Bob and Dianne filed an 1120S return at the end of 2014, and reported their respective shares of earnings on their individual tax returns. All of the following statements are true except: a. Bob & Dianne have until 3/15/2015 to make a valid 2014 election b. Bob and Dianne were not permitted to file an 1120S return because they did not make a valid election for 2014. c. Bob and Dianne should have filed Form 1120 and should not report earnings and losses on their individual tax returns. d. Both Bob and Dianne are required to consent to the election.

7C Termination of an S Election Voluntary Termination – Requires consent of > 50% shares w/i 2 ½ mos., otherwise, next year Involuntary Termination – Begin with disq. event Disqualifying Events - > 100 S/H, ineligible S/H, prohibited tax status, 2nd class of stock, improper year, or fail passive income test for 3 consecutive years (see below) 5-Year Wait – To reelect, unless (1) termination inadvertent (and IRS OKs), or (2) F&C IRS OKs Question 29

Question 29 All of the following events would cause an S corporation to cease qualifying as an S corporation except: a. having more than 100 shareholders b. the transfer of its stock to a corporation c. the transfer of its stock to a nonresident alien d. the election is revoked with the consent of shareholders that, at the time the revocation is made, had 40% of the stock

7D S Corp Built-in Gains Tax Purpose – Prevent S election by C to avoid sale gain Built-in Gain – FMV > basis of any asset at election Application – Only post-86 elections by C corporations 35% Rate – For any gain within 5 years of “start date” of conversion (7 years if before 2011) NUBIG – (Potential gain) reported on 1120-S each year, reduced as recognized (B/I loss may offset, if proven) NOL & Cap. Loss C/Os From C Years – May reduce BIG, and any credit carryover may reduce BIG tax Question 30

Question 30 Which of the following corporations may be subject to the built-in capital gains tax? a. K-corp., originally established as an S corp. on May 13, 2007 b. G-corp., established in 1994 as a C corp., elected to be an S corp. on April 15, 2014 c. J-corp., established in 1986 as an S corp., terminated S corp. election on Jan. 1, 2014 d. all of the above

7E S Corp LIFO Recapture Tax LIFO Recapture Tax – If C Corporation using LIFO converts to S Corporation status Computation - Compute marginal tax on excess of FIFO inventory over LIFO (as if included in last C year income) Reporting - Report as add’l tax over 4 year period (beginning with last C Corp return)

7G Tax on Excessive Passive Income of S Tax – Only if S passive investment income (PII) > 25% gross receipts, & E&P exists from C years 35% Rate – Applies to Excess Net Passive Income (ENPI); cannot exceed C corporate tax for year Tax – Reduces passive pass-thru to SH If Taxed for 3 Consecutive Yrs. – Lose S status as of 1st day of 4th year Question 31

Question 31 An S corporation may owe tax if, at the end of the tax year, the corporation had accumulated earnings and profits, taxable income, and: a. its tax preference items exceed 25% of its gross receipts b. its foreign source income exceeds 25% of its c. its passive investment income exceeds 25% of its gross receipts d. all of the above

S Corporations: Taxable Income & Distributions Topic 8 S Corporations: Taxable Income & Distributions

8A S Corp – Determining Ordinary Inc. & Special Items Determination – Very similar to partnerships Ordinary Income – Items could not vary in treatment across individual S/H returns (like p/s) Special Items – Could vary in treatment Sec. 179 Max. – Allocate based on SH % owned Salary to Owners – In S, not a guaranteed payment, just an ordinary business deduction Question 32

Question 32 Foster’s RV Sales, Inc. is an S corporation with the following activity during the year: $500,000 gross sales of RV’s and campers $300,000 operating expenses $1,000 interest income $3,000 charitable contributions $10,000 Section 179 expense How much ordinary income from business activities will be reported on Schedule K, Shareholder’s Shares of Income, Credits, Deductions, etc.? a. $188,000 b. $190,000 c. $198,000 d. $200,000

8B S Corps – Allocation of Profits Allocation – For S year ending in S/H year Total to a S/H – total “per day/per share” (weighted average) Transfer during year – Transferee picks up share from transfer date forward, or S/Hs may agree to an accounting method allocation of profits

8C Allocation of S Corp Losses – No S/H Loans Losses – Also allocated “per day/per share” Loss Limit – S/H basis + outstanding loans If loss share > basis – Carry over excess for possible future increases in basis S Shareholder – May NOT increase basis for share of liabilities S/H Basis – Much like partnership capital account (see discussion below)

8D Allocation of S Corp Losses – With S/H Loans Loss Shares – May offset qualified shareholder loans after offsetting any S stock basis Qualifying Loans – Must be owed directly to S/H, and not just a guarantee If S/H Pays on Guarantee – Amount paid creates basis of loan (for loss absorption purposes) Deductible loss – Reduces basis of S Corp interest and/or basis of loan Question 33

Question 33 R, a calendar-year S corporation, reported an $83,000 ordinary loss for 2014. Ms. K owns 25% of R’s stock at all times during 2014, and materially participates in R’s business. Ms. K’s basis in her Corporation R stock at the beginning of 2014 was $10,000. At the end of 2014, R is liable for the following amounts: Third-party creditors $15,000 Loan from Ms. K 3,000 Loans from other shareholders 9,000 What is the amount of R’s losses that may be deducted by Ms. K in 2014 on her individual return, and what can she carry over to 2015? Deduction Carryover a. $20,750 $0 b. $13,000 $0 c. $13,000 $7,750 d. $20,000 $750

8E S Corp Distributions – In General Classifying Distribution – Depends on whether or not S has “E&P” from either (1) prior years as a C Corp, or (2) a prior nontaxable acquisition of a C Corp Distributions From E&P – Taxable, once the S Corp exhausts their “AAA balance” (see below) S Shareholders – May consent to have all of a distribution to FIRST come from E&P (1099-DIV)

8F Classifying S Corp Distributions of Cash If No E&P – Nontaxable basis recovery, then cap. gain If E&P Exists – Depends on E&P & AAA balance Accum. Adj. Acc’t. (AAA) - $0 + net income + (depl. > basis) – deductions – loss – depl. deduct – nontax. Distrib. Distributions – Assumed to come from, in order: (1) AAA (nontaxable distribution up to stock basis), (2) E&P (dividend—recall S/H may elect to use E&P first), (3) OAA (other adj. acc’t. of tax-exempt inc, nontaxable) (4) Basis Reduction (of stock basis, nontaxable), and (5) Capital Gain (taxable at capital gains rates) Question 34

Question 34 Pages, Inc. (S corporation) is owned by Martin and Steve. They share in the income and loss of the corporation on a 50/50 basis. In 2014 the corporation reported $90,000 ordinary income and tax-exempt income of $12,000. Martin and Steve’s basis in their stock is $25,000 each. The corporation was previously a C corporation, and there remained $30,000 in E & P on the books at the beginning of the year. Martin and Steve each received a $80,000 distribution from the corporation on December 15, 2014. What is the character of the distribution to Martin? (Assume AAA and other adjustment accounts are Zero on 1/1/14). a. $45,000 AAA, $31,000 return of capital, $4,000 div., $0 cap. gains b. $45,000 AAA, $15,000 div., $20,000 return of capital, $0 cap. gains c. $45,000 AAA, $25,000 return of capital, $10,000 div., $0 cap. gains d. $45,000 AAA, $25,000 return of capital, $10,000 cap. gains, $0 div.

8G S Corp Distributions of Property S Corp – Must report gain/loss as though property sold first (just like C Corp) Difference – Gain is passed through to S/H S/H – Generally not taxed on property distribution unless E&P exists If Dist. > Basis – S S/H must report capital gain (no basis adjustment like p’ships)

8H Increases to S Corp Shareholder Basis Common Increases to S Shareholder Basis: Add’l contributions of cash, property, services Distributive share of ordinary S income Distributive share of separately-stated income items Distributive share of tax-exempt income Distributive share of depletion in excess of basis

8I Decreases to S Corp Shareholder Basis Common Decreases to S Shareholder Basis: Nontaxable distributions of cash or property Distributive share of ordinary losses (not < $0) Distributive share of separately stated deduction items Distributive share of nonded., noncapital Distributive share of depletion (not > SH’s share of basis)

8J Determining an S Corp S/H’s Stock Basis Basis – Can never be below zero; if distribution exceeds basis, gain is recognized for excess and increases temporary negative basis back up to $0 Loss Shares – Cannot decrease S stock basis below zero; deduction limited to basis plus loans (carryover to future years for possible basis increases)

Estate & Trust Income Taxation: Topic 9 Estate & Trust Income Taxation: A Broad View

9A Estates & Trusts as Taxable Entities Fiduciary – In general, is taxed only on income not distributed to beneficiaries (deduction is allowed for distributions) Estate – A taxable entity (income tax) until all estate assets are finally distributed to beneficiaries Trust – Grantor creates (testamentary or inter vivos), and trustee manages property for beneficiaries; taxable entity also

9B Form 1041 Filing Requirements for E&T Estates & Trusts (E&T) – Must file annual Form 1041, with Sch. K-1 allocations to beneficiaries E&T Tax Rate Schedule – Progressive rates Form 1041 – Required if (1) estate has gross income => $600, (2) trust has gross or taxable income =>$600, or (3) a nonresident alien beneficiary (Note – gross income similar to ind.) Estate – Personal representative or authorized officer must sign the return Question 35

Question 35 Mr. Jones died on November 30, 2014. After his death, but prior to December 31, 2014, his estate received these cash receipts: Life insurance proceeds $50,000 Social Security death benefits 250 Redeemed CD ($100 was accrued interest) 10,000 Mutual fund dividend distribution 200 Assuming that none of the beneficiaries are nonresident alien individuals and the executor of the estate adopted a calendar year for the estate, Form 1041 will need to be filed on or before: a. March 15, 2015 b. April 15, 2015 c. August 30, 2015 d. Form 1041 does not need to be filed for the 2014 tax year

9C Simple Trusts Trusts – Classified as simple or complex Simple Trust Defined – One that: Is required to distribute all trust accounting income Distributes no corpus (i.e., principal) Has no charitable beneficiaries Required – File return if gross income is $600 or more ($300 exemption allowed)

9D Complex Trusts Complex Trust – Any trust other than a simple one (i.e., one that distributes corpus (principal), accumulates some income, and/or has a charitable beneficiary) Determination – Made on an annual basis; designation may change year to year Question 36

Question 36 A complex trust is a trust that: a. must distribute income currently, but is prohibited from distributing principal during the taxable year b. invests only in corporate securities and is prohibited from engaging in short-term transactions c. permits accumulation of current income, provides for charitable contributions, or distributes principal during the taxable year d. is exempt from payment of income tax since the tax is paid by the beneficiaries

9E Accounting vs. Taxable Income of Fiduciary Broad Overview of E&T Taxation: Distribution Deduction – Allocates taxable income between E&T and beneficiaries (deduction by estate/trust removes income from taxation at the fiduciary, and is reported as income by beneficiary) Distributable Net Income (DNI) – The “common denominator” for determining the distribution deduction (economic accounting income of entity) Trust “Accounting Income” – Determined by governing instrument; if silent, then state law governs

9F Fiduciary Deductions – Allocating Expenses Deductions – Same as individuals, but: Gen. & Adm. Expense - Allocate between taxable & nontaxable income, instrument doesn’t override (if on 1041, can’t be on 706); contributions also unless specified differently 2% Miscellaneous Itemized Floor – Does not apply to expense that would not have been incurred outside trust (trustee fee, tax return prep fees, etc.) Unused NOLs – CAN be used by beneficiary

9G Fiduciary Exemption Deduction Estate - $600 exemption Trust Must Distribute All Income - $300 All Other Trusts - $100 $300 – Can apply to simple or complex Charitable Beneficiary – Must be a complex trust ($100 or $300)

9H Fiduciary Taxable Income Computation Beware! – Read each question carefully Focus – On key differences for E&T, and be SURE to use correct exemption (that’s the easiest part!) Distribution Deduction – Generally for any distributions to beneficiaries; however, it can NEVER exceed “distributable net income” (DNI) Grantor of Trust – Taxed on trust income if he or she retains beneficial enjoyment or substantial control over corpus or income Question 37

Question 37 Mr. Justin, a cash-basis taxpayer, died on January 21, 2014. His estate had the following income and expenses during 2014: Gain on sale of asset $10,400 Dividend income 14,000 Interest income 6,000 Administration expenses 2,800 The personal representative filed a statement waiving the right to claim the administration expenses as a deduction for federal estate tax purposes. What is the estate’s 2014 taxable income? a. $27,600 b. $27,000 c. $17,600 d. $13,000

Business Retirement Plans Topic 10 Business Retirement Plans

10A Qualified Retirement Plans – Basic Requirements Qualified Plans – Deductible contributions, tax-free accumulation of earnings, tax deferral Participation – Age 21 with 1 year of service (1,000 hrs), or 2 years with immediate vesting; must cover lesser of 50 employees or 40% of all Coverage – 70% non-highly compensated (or 70% of the highly-compensated coverage) Vesting – 100% (5 years), or 20% (3 years) and increasing 20% per year to 100% at 7 years Figure 9 (Deduction/Contribution Limits) Question 38

Maximum Amount Contributable on Behalf of Employee Type of Plan Maximum Amount Contributable on Behalf of Employee Maximum Amount Deductible by the Employer Pension Plan (Defined Benefit) The lesser of (1) 100% of the employee’s compensation (average of highest three years, limited to $260,000 in 2014); or (2) present amount to fund an annual retirement benefit of $210,000 (2014) Actuarial calculation of the amount necessary to fund the normal stated contract benefit (plus up to 10% of past service costs) Money Purchase Plan (Defined Contribution Plan) The lesser of $52,000 or 100% of the employee’s compensation ($250,000 limit – irrelevant now) 25% of total annual aggregate compensation of employees Profit-Sharing or Stock Bonus Plan (Defined Contribution) The lesser of $52,000 or 25% of the employee’s compensation ($245,000 limit) More than one plan existing at one time Individual limits as specified above

Question 38 Maxine Hartfield is an employee with Boiler Company. Her annual salary is $56,000. The maximum that Boiler may contribute to a pension plan on her behalf is: a. $9,000 b. $14,000 c. $52,000 d. $56,000

10B Keogh Plans – Basic Requirements Keogh – Establish by year end, cont. to due date Keogh – S/E own employer, partner is employee Profit-Sharing Plan – Need definite formula Small Employer – 50% credit ($500 maximum) for certain startup costs Net S/E Earnings – Sch. C bus. income (services involved), less ½ SE tax and less the Keogh contribution itself General Partners – Usually have S/E earnings Question 39

Question 39 A Keogh plan must meet certain requirements. Which of the following is not a requirement of a Keogh plan? a. The plan must make it impossible for its assets to be used for, or diverted to, purposes other than for the benefit of employees and their beneficiaries. b. Contributions or benefits must not discriminate in favor of highly compensated employees. c. Minimum coverage requirements must be met. d. The plan cannot provide for payment of retirement benefits before the normal retirement age.

10C Keoghs – Contribution & Deduction Limits Max. Keogh Limits – similar to corporate plans: lesser of $52,000 or 100% SE income for money purchase plans, $52,000/25% for profit-sharing or stock bonus plans Excess Contribution – Carryover to next year Participant – May make nondeductible contributions up to 10% Form 5500 or 5500-EZ – If required, is due the last day of the 7th month after plan year, but neither required if plan assets < $100,000 (note – must file in the final year of plan)

10D SEP-IRAs SEP – Employer makes contribution direct to IRAs set up for employees (S/E may be only employee) – establish & contribute by due date Employer Contributions – Must be nondiscrimi-natory, not in favor of “highly compensated employees:” (a) =>5% owner, or (b) >$115,000 salary & part of highest 20% paid employees) Max. Contribution – Lesser of (1) 25% comp or $52,000 for each participant S/E Person – Uses S/E income – ½ S/E tax – SEP contribution (nets to 20% deduction)

10E SIMPLE Pension Plans SIMPLE – Employer with <=100 employees ($5,000 salary); use either SIMPLE IRA or SIMPLE 401(k) Employee – Elective contributions up to $12,000 per year ($14,500 if age => 50) Employer – Must match employee contributions up to 3% of comp; if employer makes non-elective contribution, 2% 10% Penalty – Premature distribution, 25% if first 2 yrs. Question 40

Question 40 Your employee, Jane Wood (age 41), earned $120,000 and elected to defer 10% of her salary. You make a 2% nonelective contribution. The total contribution that may be made for Jane under a SIMPLE IRA plan in 2014 is: a. $10,200 b. $11,500 c. $1,700 d. $14,200

10F Pension Plans – Prohibited Transactions Prohibited Transactions – Include: Transfer income/assets to “disqualified” person (e.g., employee, family member, etc.) Fiduciary acting in its own self-interest Consideration to fiduciary from plan party Any acts between plan/disqualified Person (sell, lending, etc.) Tax on Transaction – 15%, increased to 100% if not corrected within one year

Bonus – Key Factors in Choice of Entity Separate Handout – Posted as a pdf, this handout summarizes the key tax and nontax factors in the selection of business entity. These include: Sole Proprietorship Partnership S Corporation C Corporation Other Factors in Decision – Summarized in a separate page in the handout

Questions? As Time Permits Or contact: NSA EA Review Blog

Question Answer Explanation 1 c Both amounts are taxable, as 80% test is not met (30% was for services) 2 b All Sec. 351 requirements are satisfied, no gain or loss is reported 3 Gain is taxable to Randy to the extent of the $5,000 boot received 4 Gain limited to cash boot received; liabilities do not exceed basis 5 Other three items definitely reduce basis; item b makes no sense 6 Corp. basis = shareholder basis ($17,500) + shareholder gain ($2,000) 7 DRD = $15,000 x .70 = $10,500 (less than 20% interest; no limitations) 8 Limit ($160,000 taxable income x .80) – Full DRD doesn’t create loss 9 DRD allowed in full (500,000 – 625,000 + 150,000 – 120,000) 10 Limited to 10% of (1,200,000-600,000+30,000-70,000+120,000) 11 d Comp. paid in other stock creates gain as if sold; then deduct FMV 12 Net loss not reduced by charitable contribution or NOL c/o (not in exp.) 13 $20,000 of 2010 NOL left after using up $55,000 ’10 loss & $30,000 ‘13 14 Amortization is $1,000 expense + [$54,000 - $1,000) x 8/180] 15 Capital loss deduction limited to capital gains recognized that year 16 Excess losses are eligible for 3-year carryback and 5-year carryforward 17 $2,900 gain on resale less previously disallowed loss by related (2,400) 18 E&P = 46,000 taxable-1,800+1,100-5,400-3,200+110,000 beg. bal. 19 E&P reduced to zero after ½ of loss & 1st dist; neg. after other ½ loss 20 E&P effect = $40,000 gain increase - $50,000 FMV of property

21 c Taxable = $40,000 beg E&P – (6/12 x $55,000 current loss) = $12,500 22 Basis = $14,000 basis - $2,000 return; dividend =30,000 – (1/2 x 20,000) 23 b Taxpayer must own less than 50% of outstanding after redemption 24 a Include only Matthew’s holdings (40%) and his father’s (25%) 25 Dividend is FMV of property less liability assumed 26 d The FMV is presumed at a minimum to be the amount of the liability 27 All three items are tests for S corporation status 28 Since election was not made in first 2 ½ months, it is too late for 2014 29 A majority of shareholders must vote to revoke election 30 G Corporation, a former C, made the S election after 1986, still in effect 31 Passive income must exceed 25% of gross receipts 32 $500,000 sales - $300,000 expenses (only items that cannot vary on ind.) 33 Loss share = $83,000 x .25 = $20,750; deduct ($10,000 + $3,000) 34 $90,000 income adds to AAA (1/2 for Martin), ½ of E&P dividend 35 No return is required, as the gross income is only $550 (250+100+200) 36 All items listed are characteristic of a complex trust 37 Taxable = 10,400 + 14,000 + 6,000 – 2,800 – 600 exemption 38 The maximum is lesser of $52,000 or 100% of salary ($56,000) 39 There is no restriction on when payments may be made 40 Maximum contribution by employee is $12,000, plus 2% nonelective match

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