This webinar discusses the key factors to consider when choosing a business entity, including liability issues, ownership restrictions, operational and income tax implications, fringe benefits, and the process for changing entity types. The presenters analyze the characteristics of C corporations, S corporations, LLCs, partnerships, and sole proprietorships across these factors. They also review the tax treatment of selling the business as stock or assets and liquidating the different entity types. The webinar aims to help business owners evaluate the pros and cons of each structure to determine the right choice for their needs.
Equity Incentives for Limited Liability CompaniesDaniel Janich
This slide presentation reviews the options available to limited liability companies in providing equity incentives to their employees, and how limited liability companies should develop a program for maximum effectiveness. This presentation was given at the NCEO Annual Conference in Atlanta April 9, 2014.
When a business owner decides to sell the company, there are different scenarios to consider ensuring the sale benefits the seller as much as possible. It’s imperative that the owner should understand the tax implications and how they relate to the company’s corporate structure. When starting a business or changing your business structure, one of the most common options business owners evaluate is whether to form an S corporation or C corporation. These are the two most common ways to incorporate, and the choice really depends on your business goals.
The benefits from an ESOP can provide meaningful value to the selling shareholder(s), the company and the employees participating in the Employee Stock Ownership Plan (ESOP). Tax issues should not drive the decision to sell a business, but once the decision is made, the tax benefits of the ESOP make it a viable alternative to selling to a strategic buyer. This presentation takes a close look at the IRC section 1042 capital gains tax deferral that applies when selling a business to an ESOP.
There are many people creating new entities in order to protect their assets and liability. This small presentation of running an S-Corporation has been provided to offer some "Basic" understanding of certain requirements that are often overlooked when choosing the S-Corporation entity type.
Equity Incentives for Limited Liability CompaniesDaniel Janich
This slide presentation reviews the options available to limited liability companies in providing equity incentives to their employees, and how limited liability companies should develop a program for maximum effectiveness. This presentation was given at the NCEO Annual Conference in Atlanta April 9, 2014.
When a business owner decides to sell the company, there are different scenarios to consider ensuring the sale benefits the seller as much as possible. It’s imperative that the owner should understand the tax implications and how they relate to the company’s corporate structure. When starting a business or changing your business structure, one of the most common options business owners evaluate is whether to form an S corporation or C corporation. These are the two most common ways to incorporate, and the choice really depends on your business goals.
The benefits from an ESOP can provide meaningful value to the selling shareholder(s), the company and the employees participating in the Employee Stock Ownership Plan (ESOP). Tax issues should not drive the decision to sell a business, but once the decision is made, the tax benefits of the ESOP make it a viable alternative to selling to a strategic buyer. This presentation takes a close look at the IRC section 1042 capital gains tax deferral that applies when selling a business to an ESOP.
There are many people creating new entities in order to protect their assets and liability. This small presentation of running an S-Corporation has been provided to offer some "Basic" understanding of certain requirements that are often overlooked when choosing the S-Corporation entity type.
American Incorporators has been helping businesses incorporate for more than 35 years. Here, we break down the pros and cons of the most common business entities: C-Corporations, LLCs and S-Corporations.
#WhatisDividend
Hello, everyone, this presentation concept is a dividend in the share market,many people asking me what is a dividend and what is dividend investing and how to choose dividend stocks.The dividend shares money and this money share with shareholder dividend are very important for investment point of view and dividend is a very good source for judge good stocks in share market and in this market. I hope this video helps you good luck.
This presentation covers the basics of Dividend, Ex-Dividend, Record Date, Ex-Date.
Dividends are when a company distributes a portion of its profits to its shareholders.
This is the second half of the presentation I gave at Pace University Law School’s Program: New Directions: Practical Skills for Returning to Law Practice
http://web.pace.edu/page.cfm?doc_id=29130
http://web.pace.edu/page.cfm?doc_id=29130
Ten Tips In Forming Limited Liability Companiesrlechevallier
This presentation discusses the various pros and cons of registering your company as an LLC, including the tax implications for business owners and why it may be the best entity for real estate investors.
Many people consider executive compensation to be excessive, but is it really? The answer may lay in the eye of the beholder. A thought provoking discussion on the topic.
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
An S corporation is formed by filing an Articles of Incorporation wi.pdfproloyankur01
let be A=x1i+y1j
B=x2i+y2j
A+B=(x1+x2)i+(y1+y2)j
lA+Bl^2=(x1+x2)^2+(y1+y2)^2
now lAl^2=x1^2+y1^2
lBl^2=x2^2+y2^2
and AB=x1x2+y1y2
now
lAl^2+2AB+lBl^2=x1^2+x2^2+2x1x2+2y1y2+y1^2+y2^2=(x1+x2)^2+(y1+y2)^2=lA+Bl^2
there fore lA+Bl^2=lAl^2+2AB+lBl^2
or
lA+Bl^2=lAl^2+lBl^2+2lAllBl=lAl^2+2AB+lBl^2
Solution
let be A=x1i+y1j
B=x2i+y2j
A+B=(x1+x2)i+(y1+y2)j
lA+Bl^2=(x1+x2)^2+(y1+y2)^2
now lAl^2=x1^2+y1^2
lBl^2=x2^2+y2^2
and AB=x1x2+y1y2
now
lAl^2+2AB+lBl^2=x1^2+x2^2+2x1x2+2y1y2+y1^2+y2^2=(x1+x2)^2+(y1+y2)^2=lA+Bl^2
there fore lA+Bl^2=lAl^2+2AB+lBl^2
or
lA+Bl^2=lAl^2+lBl^2+2lAllBl=lAl^2+2AB+lBl^2.
American Incorporators has been helping businesses incorporate for more than 35 years. Here, we break down the pros and cons of the most common business entities: C-Corporations, LLCs and S-Corporations.
#WhatisDividend
Hello, everyone, this presentation concept is a dividend in the share market,many people asking me what is a dividend and what is dividend investing and how to choose dividend stocks.The dividend shares money and this money share with shareholder dividend are very important for investment point of view and dividend is a very good source for judge good stocks in share market and in this market. I hope this video helps you good luck.
This presentation covers the basics of Dividend, Ex-Dividend, Record Date, Ex-Date.
Dividends are when a company distributes a portion of its profits to its shareholders.
This is the second half of the presentation I gave at Pace University Law School’s Program: New Directions: Practical Skills for Returning to Law Practice
http://web.pace.edu/page.cfm?doc_id=29130
http://web.pace.edu/page.cfm?doc_id=29130
Ten Tips In Forming Limited Liability Companiesrlechevallier
This presentation discusses the various pros and cons of registering your company as an LLC, including the tax implications for business owners and why it may be the best entity for real estate investors.
Many people consider executive compensation to be excessive, but is it really? The answer may lay in the eye of the beholder. A thought provoking discussion on the topic.
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
An S corporation is formed by filing an Articles of Incorporation wi.pdfproloyankur01
let be A=x1i+y1j
B=x2i+y2j
A+B=(x1+x2)i+(y1+y2)j
lA+Bl^2=(x1+x2)^2+(y1+y2)^2
now lAl^2=x1^2+y1^2
lBl^2=x2^2+y2^2
and AB=x1x2+y1y2
now
lAl^2+2AB+lBl^2=x1^2+x2^2+2x1x2+2y1y2+y1^2+y2^2=(x1+x2)^2+(y1+y2)^2=lA+Bl^2
there fore lA+Bl^2=lAl^2+2AB+lBl^2
or
lA+Bl^2=lAl^2+lBl^2+2lAllBl=lAl^2+2AB+lBl^2
Solution
let be A=x1i+y1j
B=x2i+y2j
A+B=(x1+x2)i+(y1+y2)j
lA+Bl^2=(x1+x2)^2+(y1+y2)^2
now lAl^2=x1^2+y1^2
lBl^2=x2^2+y2^2
and AB=x1x2+y1y2
now
lAl^2+2AB+lBl^2=x1^2+x2^2+2x1x2+2y1y2+y1^2+y2^2=(x1+x2)^2+(y1+y2)^2=lA+Bl^2
there fore lA+Bl^2=lAl^2+2AB+lBl^2
or
lA+Bl^2=lAl^2+lBl^2+2lAllBl=lAl^2+2AB+lBl^2.
Valuation Discounts for Holding Company: A Business Valuation ArticleCorporate Professionals
Discounts Applicable for Holding Company Valuation:
When valuing a holding company, a valuer should consider three basic types of discounts: a) Liquidation Discount, b) Discount for Lack of Control and c) Discount for Lack of Marketability...
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
Do you believe the double taxation of earnings which occurs at the cor.docxwviola
Do you believe the “double taxation” of earnings which occurs at the corporate ownership structure is justified?
Solution
Double taxation affects C corporations. Double taxation refers to situations when business profits are taxed at both the corporate and personal levels. First profits are taxed at corporate level before paying any amount to shareholders at the rate applicable to corporate. Then dividends are subject to tax at individuals tax rate Double taxation forces corporations to use debt financing, and encourage them to do retained earnings rather than distriubuting to shareholders in the form of dividends. Since the corporations are put at a disadvantage due to double taxation. This is not justified at all since shareholders are considered owners and their income is taxed twice. Dividend should be made exempt and corporates should not have top pay tax on dividends. thus we can say that double taxation affects business and investment decisions which is not justified at all.
.
A review of common fraud areas that occur in closely held businesses, how to prevent them and what your legal remedies are if you are a victim of fraud.
Business Succession Is a Process, Not a PlanSSDlaw
Join Mike Moloney of Sebaly Shillito + Dyer and Tom Gmeiner, CPA, of Brady Ware, for an in-depth discussion of the components needed to navigate the steps of a successful ownership transition.
Gale Finley of Sebaly Shillito + Dyer and Geoffrey Frazier, CPA, of Brady Ware discuss how to avoid unwanted surprises by learning what to look out for when going into other states to transact business.
Join Mike Moloney of Sebaly Shillito + Dyer and Jeanie Hargrove, CPA, of Brady Ware, as they review the state of the federal estate tax law in 2010, and common problems and solutions as a result of the current law.
Sources of Capital in Today’s Difficult Credit EnvironmentSSDlaw
Your bank tells you that they won't lend you any more money (or they want the money back that they have loaned to you). What do you do now? Despite a very difficult credit environment, there are other options to fund your business. Please join Michael Booth of Sebaly Shillito + Dyer, and Cliff Bishop of Brady Ware Capital for a discussion of the current state of the credit markets as well as other options for funding the capital needs of your business.
Mike Moloney and Scott Davies discuss aspects of Probate Litigation, including creditor claims, will contests, disputes over inventory and disputes over guardianship of minors, as well as suggestions regarding how to reduce Probate Litigation through planning, use of trusts and mediation.
You may have an idea of what you think your business is worth, but what would the outside market tell you right now? There are many factors that drive the value of a business. Please join Bev Shillito of Sebaly Shillito + Dyer, and Cliff Bishop of Brady Ware Capital, as they discuss these issues, current market conditions, and several things that you should focus on in order to maximize the value of your company.
1. “Winning Business Strategies”
Webinar Series
What’s the right business
entity choice?
Presented by:
Michael E. Stover, CPA/ABV & Michael P. Moloney, JD, CFP®
2. Entity Choices
C Corporation
S Corporation
LLC
Partnership
Sole Proprietorship
3. Liability Issues
What protection does each form offer?
– From the bank
– From the landlord
– From creditors of the entity
– From creditors of owners
4. Restriction on Ownership
Only relevant for an S Corporation
S Corporation shareholders:
– Must be limited to 100
– Can only be certain kinds of trusts
– Cannot be an entity with multiple owners
5. Operational Tax Issues
Income tax
– Double taxation vs. single taxation
Employment tax
Deductibility of Fringe benefits
6. Income Tax Issues
Corporation Partnership S Corporation
Corporation is taxed Partners taxed on their Shareholders taxed on
on its income using its share of income, their share of income,
own set of graduated regardless of regardless of
tax brackets. distributions. Losses distributions. Losses
may be deducted by may be deducted by
$ 0 - $ 50,000 = 15% partners to the extent shareholders to extent
$ 50 - $ 75,000 = 25%
$ 75 - $100,000 = 34%
of basis. Share of of basis.
$100 - $335,000 = 39% liabilities increase
> $335,000 = 34% basis of GPs.
Allocation is Allocation is
determined by determined by interest
Agreement if owned on a daily
“substantial economic basis.
effect”.
7. Employment Tax Issues
Corporation Partnership S Corporation
Officers are paid a Partners are not Officers are paid a
salary which is subject employees, amounts salary which is subject
to employment taxes. paid are considered a to employment taxes.
distribution of
Dividends of retained earnings, unless they Dividends of retained
earnings are subject to qualify as a earnings are NOT
income tax at guaranteed payment. subject to income tax
shareholder level. Self-employment tax at shareholder level.
(double taxation) on general partner’s
share of income.
No additional tax on
distributions.
8. Fringe Benefits
Corporation Partnership S Corporation
Available to all Partners are required Shareholders owning
shareholders who are to include value of 2% or more are
employees. Cannot fringe benefits in gross required to include
be discriminatory in income. value of fringe benefits
favor of highly in gross income.
compensated
employees. (For example, not (For example, not
allowed to participate allowed to participate
in Sec. 125 plans) in Sec. 125 plans)
9. Estate Planning Issues
Transferability for gifting and minority
discounts
Income distributions to owners
Income tax basis step-up on death of
owner
10. Distributions of Property
Corporation Partnership S Corporation
Corporation required No gain or loss to the Same as corporation.
to recognize gain as if partnership or partner Gain is allocated to
it sold the property. unless Sec. 751 shareholders.
applies. Partner Distributions must be
Value is the taxed to assumes partnership’s proportionate to all
shareholder as a basis in property. shareholders.
dividend.
(double taxation)
11. Tax Issues on Sale or Liquidation
On sale of company stock
On sale of company assets
12. Sale of Stock or Assets
Corporation Partnership S Corporation
Capital gain treatment Capital gain treatment Capital gain treatment
on sale of stock. 50% unless Sec. 751 on sale of stock.
of gain can be applies. Small business stock
excluded from income. exclusion/deduction
$50,000 ($100,000 if does not apply.
filing joint) of loss can
be deducted against Gain on sale of assets
ordinary income. allocated to
shareholders, which
Sale of assets taxed to increases basis, which
corporation, then reduces gain upon
liquidating dividend liquidation.
taxed to shareholders.
13. Changing From One Form to Another
C Corporation to S Corporation
S Corporation to LLC
LLC to S or C Corporation
14. Review Pros and Cons
C Corporation
S Corporation
LLC
Partnership
Sole Proprietorship
15. What’s the right business
entity choice?
Presented by:
Michael E. Stover, CPA/ABV & Michael P. Moloney, JD, CFP®
IRS Circular 230 disclosure: To ensure compliance with requirements imposed
by the IRS, we inform you that any U.S. federal tax advice contained in this
document is not intended or written to be used, and cannot be used, for
the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any
transaction or matter that is contained in this document.