1. Principles of Taxation
Chapter 11
The Choice of Business Entity

2. Choice of Entity This is a tax planning chapter - HOW to use rules.
Pass-through losses
After-tax cash flows to individual investor
Family income shifting
Partnership versus S Corp characteristics
Closely-held corporations
Constructive dividends limit corporate tax avoidance.
Accumulated earnings tax, personal holding company tax, tax rates on members of a controlled group.

3. Passthrough Entities
Partnerships (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?

4. Benefits 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?

5. Example:
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?

6. Passthrough Example 1996 deduction = (50,000) x 36% = ( ) refund
1998 income = $200,000 x 36% = _________ tax
NPV tax cost at 10% if END of year payments = ________________

7. Corporation Example
1998 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?

8. Passthrough Entities Only Have a Single Level of Tax
The preceding example illustrates the benefits of a pass-through entity.
a) Use losses immediately
b) Single level of taxation

9. Family 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.

10. Limits 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 is
a family partnership?
an S corporation?

11. Other 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.

12. Partnership 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.

13. Type of Flow-Through Entity
Liability (See Q6)
In which case(s) is the owner liable for losses/debts of the entity:
General partner
Limited partner
Partner in an LLP
Partner in an LLC
Shareholder in an S Corp
Shareholder in a C Corp

14. Closely-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?

15. Closely-Held Corporations
IRS challenge turns “unreasonable” payments into constructive dividends.
How does the IRS decide what is unreasonable? (AP6)
interest
wages
rent

16. Accumulating 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.

17. IRS Weapons Against Using Corporation as Tax Shelter
Accumulated earnings tax
Penalty 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?

18. IRS Weapons Against Using Corporation as Tax Shelter
Personal Holding Company tax
Similar 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.

19. Controlled 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%.