Discover more information about the California Competes Credit application a tax credit incentives program recently created by the state of California. Companies looking to apply need to do so before April 14, 2014 - O'Connor Davies CPAs - New York CPA Firm
Doing Business in Canada - What you Need to KnowWelch LLP
Are you based in another country and thinking about expanding your business into Canada? Looking to understand the legal & tax related issues? On Tuesday, February 25th, 2014, highly experienced professionals Mona Tessier, Don Scott, & Jamie Hollingworth provided 60 minutes of detailed advice for how to conduct business in Canada.
To view this Welch LLP webinar (and others), click here: http://www.welchllp.com/resource-centre/videos/webinars/
This workshop helps attendees understand the income taxation of trusts and estates, identify sources of taxable income, calculate distributable net income, and apply the Alternative Minimum Tax.
Presenter: David Spence, Jennifer Han, Allison Kroeker, and Li (Fiona) Xu of Royse Law Firm
Discover more information about the California Competes Credit application a tax credit incentives program recently created by the state of California. Companies looking to apply need to do so before April 14, 2014 - O'Connor Davies CPAs - New York CPA Firm
Doing Business in Canada - What you Need to KnowWelch LLP
Are you based in another country and thinking about expanding your business into Canada? Looking to understand the legal & tax related issues? On Tuesday, February 25th, 2014, highly experienced professionals Mona Tessier, Don Scott, & Jamie Hollingworth provided 60 minutes of detailed advice for how to conduct business in Canada.
To view this Welch LLP webinar (and others), click here: http://www.welchllp.com/resource-centre/videos/webinars/
This workshop helps attendees understand the income taxation of trusts and estates, identify sources of taxable income, calculate distributable net income, and apply the Alternative Minimum Tax.
Presenter: David Spence, Jennifer Han, Allison Kroeker, and Li (Fiona) Xu of Royse Law Firm
How to Plan and Implement a Successful Exit Strategy!ideatoipo
Silicon Valley attorney Roger Royse will address not only the legal aspects of preparing for an M&A but also the practical business and planning issues involved in a successful sale.
The most important event of a startup company’s life is the exit, meaning the sale or initial public offering. At exit, the founders and team may cash out and realize the benefits of many years of hard work. The M&A market is strong now, and many startup companies are actively seeking a buyer. Other startup companies should be preparing for an eventual sale by taking steps to increase their marketability and limit the risk of a failed acquisition.
This presentation will cover:
1) When to start thinking about an exit
2) How to ensure the maximum after-tax returns to the sellers
3) Transitioning from being a founder to becoming an employee of an acquirer
4) Using earnouts to maximize sales proceeds
5) How to retain your most valuable asset – people – until a sale occurs
6) Using intellectual property to make your company an attractive target
and more!
Waste Management propoal that I presented for Elected Officials and City Management of High Point, NC. This contract was competed out. I lost; but came very close to obtaining contract.
A Look at Deductions Affected by the Tax Cuts and Jobs Act of 2018Salvatore J Armao
Salvatore J. Armao leverages nearly thirty years of financial experience as a business and accounting professional in New York City. Currently Salvatore J. Armao serves as the managing partner at Strategic Tax & Consulting Services LLP in New York, offering his expertise in new regulations related to the Tax Cuts and Jobs Act of 2018.
Bernstein invited Brian Rowbotham to be one of their panel speakers at a breakfast event in Palo Alto. The topic was on how to maximize the value of your business investment in the events of sale and IPO.
International Tax For SMEs September 2011 Abbreviatedsarogers99
These slides were used in a presentation given to attendees at a recent UKTI / Natwest / Francis Clark LLP seminar in Salisbury - How to Open Up New Markets Overseas.
A qualified co-generator, a public service company, or an electricity supplier that purchases coal mined in Maryland on or before December 31, 2020, may be eligible for a tax credit.
How to Prepare Your Startup for Venture Capital Investment - Part 2 Venture...ideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate, startup and venture capital attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
Setting up your business in Silicon Valley - what international entrepreneurs...Louis Lehot
Flipping, setting up a subsidiary, a branch, going direct, setting up operations, venture capital financing and what you need to know to set up your business in Silicon Valley
How to Plan and Implement a Successful Exit Strategy!ideatoipo
Silicon Valley attorney Roger Royse will address not only the legal aspects of preparing for an M&A but also the practical business and planning issues involved in a successful sale.
The most important event of a startup company’s life is the exit, meaning the sale or initial public offering. At exit, the founders and team may cash out and realize the benefits of many years of hard work. The M&A market is strong now, and many startup companies are actively seeking a buyer. Other startup companies should be preparing for an eventual sale by taking steps to increase their marketability and limit the risk of a failed acquisition.
This presentation will cover:
1) When to start thinking about an exit
2) How to ensure the maximum after-tax returns to the sellers
3) Transitioning from being a founder to becoming an employee of an acquirer
4) Using earnouts to maximize sales proceeds
5) How to retain your most valuable asset – people – until a sale occurs
6) Using intellectual property to make your company an attractive target
and more!
Waste Management propoal that I presented for Elected Officials and City Management of High Point, NC. This contract was competed out. I lost; but came very close to obtaining contract.
A Look at Deductions Affected by the Tax Cuts and Jobs Act of 2018Salvatore J Armao
Salvatore J. Armao leverages nearly thirty years of financial experience as a business and accounting professional in New York City. Currently Salvatore J. Armao serves as the managing partner at Strategic Tax & Consulting Services LLP in New York, offering his expertise in new regulations related to the Tax Cuts and Jobs Act of 2018.
Bernstein invited Brian Rowbotham to be one of their panel speakers at a breakfast event in Palo Alto. The topic was on how to maximize the value of your business investment in the events of sale and IPO.
International Tax For SMEs September 2011 Abbreviatedsarogers99
These slides were used in a presentation given to attendees at a recent UKTI / Natwest / Francis Clark LLP seminar in Salisbury - How to Open Up New Markets Overseas.
A qualified co-generator, a public service company, or an electricity supplier that purchases coal mined in Maryland on or before December 31, 2020, may be eligible for a tax credit.
How to Prepare Your Startup for Venture Capital Investment - Part 2 Venture...ideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate, startup and venture capital attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
Setting up your business in Silicon Valley - what international entrepreneurs...Louis Lehot
Flipping, setting up a subsidiary, a branch, going direct, setting up operations, venture capital financing and what you need to know to set up your business in Silicon Valley
Everything your startup needs to know about accountingThe Idea Village
Don't get lost in the accounting world as you steer your venture to success! In this IDEAinstitute, attendees will be guided by the accounting startup compass: tools and insights of the trade necessary to reach your venture's destination.
The first seminar of a four-part series on growing a business and preparing it for sale led by the co-chair of Kegler Brown's M+A practice, Eric Duffee. Eric partnered with Jeff Tubaugh and Maggie Gilmore of BDO for this presentation, which focused on the fundamentals of entity selection. It detailed different entity types and the related impacts from tax reform affecting them. It also discussed concerns related to outside investors, partnerships, various structural forms and the tax impact of each.
Startup Law 101:How to Avoid Legal Pitfalls that Could Doom Your Startupideatoipo
Presented 12/28/2023
Join us for a presentation of the legal issues that startups and their founders need to know and the common legal pitfalls that affect startup companies. Unlike more mature companies, startups typically do not have large legal budgets and in house legal counsel focused on legal compliance. Nevertheless, startups must be aware of and comply with law, especially with respect to the issues that are unique to startups.
The presentation will cover those unique issues as well as the sometimes surprising and every evolving California rules. In particular, we will summarize:
1. Corporate formation and choice of entity and law;
2. Securities laws;
3. Labor and employment and why virtually evert startup in California is probably out of compliance and what you can do about it;
4. Intellectual property strategies using patent, trademark and trade secret;
5. Protecting your business through agreements;
6. Protecting the founders from personal liability;
7. And more.
The speaker will draw on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.
About the Speaker
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, and mergers and acquisitions. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger is a Fellow of the American College of Tax Counsel and former chair of several committees of the American Bar Association Sections of Business Law and Taxation. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies. Roger is a nationally recognized authority on agtech – the technology of food production - and the legal considerations for companies in this industry. Roger is also the author of 10,000 Startups: Legal Strategies for Startup Success and Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance, ABA Journal, Thrive Global and Fast Company.
California Incentives and Multi-State Tax Issues webinar slidesRoger Royse
An online discussion of various state tax issues for companies and individuals doing business in California. Our panelists cover recent developments in California income and sales tax, tax credits and incentives, multi-state tax issues for technology companies and state residency planning for individuals. Our panel of speakers includes:
Roger Royse, Royse Law Firm
Monika Miles, Miles Consulting Group
David Wittrock, Price, Wittrock CPA LLP
David Spence, Royse Law Firm
Startup Law 101 How to Avoid Legal Pitfalls that Could Doom Your Startup.pptxRoger Royse
A presentation of the legal issues that startups and their founders need to know and the common legal pitfalls that affect startup companies. Unlike more mature companies, startups typically do not have large legal budgets and in house legal counsel focused on legal compliance. Nevertheless, startups must be aware of and comply with law, especially with respect to the issues that are unique to startups.
The presentation covers those unique issues as well as the sometimes surprising and every evolving California rules. In particular, we summarize:
Corporate formation and choice of entity and law;
Securities laws;
Labor and employment and why virtually evert startup in California is probably out of compliance and what you can do about it;
Intellectual property strategies using patent, trademark and trade secret;
Protecting your business through agreements;
Protecting the founders from personal liability;
And more.
The speaker will draw on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.
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.
Top Ten Legal Mistakes That Could Doom Your Startupideatoipo
Presented Thursday February 8, 2024
In this video, Silicon Valley attorney Roger Royse, partner at the law firm of Haynes and Boone LLP, summarizes the most common legal mistakes that startup companies and their lawyers make and how to avoid making those mistakes. Some of those mistakes can be rectified, but many will result in your startup company being "dead on arrival" when it comes time for funding or acquisition opportunities. Knowing what those mistakes are and how to avoid them is essential to starting and building a successful company.
Roger discusses those unique issues as well as the sometimes surprising and ever-evolving California rules, including:
1. Corporate formation and choice of entity and law;
2. Securities laws;
3. Labor and employment and why virtually every startup in California is probably out of compliance and what you can do about it;
4. Intellectual property strategies using patent, trademark and trade secret;
5. Protecting your business through agreements;
6. Protecting the founders from personal liability;
7. and more!
Roger draws on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.
About the Speaker
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, and mergers and acquisitions. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger is a Fellow of the American College of Tax Counsel and former chair of several committees of the American Bar Association Sections of Business Law and Taxation. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies. Roger is a nationally recognized authority on agtech – the technology of food production - and the legal considerations for companies in this industry. Roger is also the author of 10,000 Startups: Legal Strategies for Startup Success and Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance, ABA Journal, Thrive Global and Fast Company.
C-Suite Snacks Webinar Series: Tax Structures to Reduce Cost and Improve Comp...Citrin Cooperman
Sign up for our weekly C-Suite Snacks webinars here: https://www.citrincooperman.com/infocus/c-suite-snacks
Our C-Suite Snacks webinar series provides the middle market with brief, strategic, and tactical business improvement information for 30 minutes every week. Join Citrin Cooperman live every Thursday at noon for snack-sized insights for business executives.
Running a business can be quite difficult, and the process of getting things up and running often overshadows other considerations, such as what type of business tax structure you should operate under. During this session, we covered how to structure your business for optimal tax benefits. Key takeaways included:
- Best tax structure for your business
- New insights on tax structure
- Tips to avoid tax traps based on the type of structure
To help you navigate the changes with your pass-through entity clients, I am sharing a resource to create dialogue for your year-end tax planning with them.
We work together to provide the solutions that help your CPA firm succeed including proactive accountability to keep you moving in the right direction.
If you are ready to join the ranks of successful firms throughout the US who have realized significant benefits as a result of Firm Foundation membership and want to explore the next steps, let’s talk: 800.537.7179
Similar to Choice of entity power point may 2013 (20)
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
What are the best funding options for entrepreneurs to scale their business?
When should entrepreneurs pursue external funding?
How do entrepreneurs choose the right investor?
What alternative sources of funding are available?
How and why should a founder stage their funding rounds?
When should a founder think about exiting?
How can advisers help with the funding process?
and more!
Crowdfunding crypto - ic os march 12 2018Roger Royse
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, discusses the legal issues that may determine the future of these emerging technologies.
The Future of Farming: Ag Subcommittee TestimonyRoger Royse
Roger's testimony before the House Agriculture Subcommittee on General Farm Commodities and Risk Management. He discusses technological innovations, opportunities, and challenges for producers in the agriculture industry.
Emploment law issues for the gig economyRoger Royse
Discussion on misclassification of employment, managing risks of employment, strategies for avoiding misclassification, and changes in the legal landscape with regards to employment
03062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
हम आग्रह करते हैं कि जो भी सत्ता में आए, वह संविधान का पालन करे, उसकी रक्षा करे और उसे बनाए रखे।" प्रस्ताव में कुल तीन प्रमुख हस्तक्षेप और उनके तंत्र भी प्रस्तुत किए गए। पहला हस्तक्षेप स्वतंत्र मीडिया को प्रोत्साहित करके, वास्तविकता पर आधारित काउंटर नैरेटिव का निर्माण करके और सत्तारूढ़ सरकार द्वारा नियोजित मनोवैज्ञानिक हेरफेर की रणनीति का मुकाबला करके लोगों द्वारा निर्धारित कथा को बनाए रखना और उस पर कार्यकरना था।
‘वोटर्स विल मस्ट प्रीवेल’ (मतदाताओं को जीतना होगा) अभियान द्वारा जारी हेल्पलाइन नंबर, 4 जून को सुबह 7 बजे से दोपहर 12 बजे तक मतगणना प्रक्रिया में कहीं भी किसी भी तरह के उल्लंघन की रिपोर्ट करने के लिए खुला रहेगा।
01062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
role of women and girls in various terror groupssadiakorobi2
Women have three distinct types of involvement: direct involvement in terrorist acts; enabling of others to commit such acts; and facilitating the disengagement of others from violent or extremist groups.
In a May 9, 2024 paper, Juri Opitz from the University of Zurich, along with Shira Wein and Nathan Schneider form Georgetown University, discussed the importance of linguistic expertise in natural language processing (NLP) in an era dominated by large language models (LLMs).
The authors explained that while machine translation (MT) previously relied heavily on linguists, the landscape has shifted. “Linguistics is no longer front and center in the way we build NLP systems,” they said. With the emergence of LLMs, which can generate fluent text without the need for specialized modules to handle grammar or semantic coherence, the need for linguistic expertise in NLP is being questioned.
31052024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
1. Roger Royse
Royse Law Firm, PC
1717 Embarcadero Road
Palo Alto, CA 94303
rroyse@rroyselaw.com
www.rroyselaw.com
www.rogerroyse.com
Skype: roger.royse
IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication,
including any attachment to this communication, is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.
CHOICE OF ENTITY TAX CONSIDERATIONS
2. 2
• LLC and
Partnership:
Passthrough for
income tax
purposes.
• S Corp.: Owners
immediately taxed on
the corporation’s
taxable income.
• C Corp.: Separate
taxable entity; two
layers of taxation.
Entity
Taxation
3. 3
Entity
Taxation
• LLC, S Corp. and C
Corp.: Owners’
liability for entity
debts is limited.
• Partnership:
General partners’
liability for entity
debts is unlimited.
Liability for
Entity Debts
4. 4
• LLC and C Corp.:
Any number of
owners.
• S Corp.: No more
than 100 owners, no
non-US persons,
restricted entity
ownership.
• Partnership: At
least two partners.
# of
Owners
Liability for
Entity Debts
Entity
Taxation
5. 5
# of
Owners
• LLC and Partnership:
Cash value of fringe
benefits generally not
excludable from
member’s income or
deductible by entity.
• S Corp.: Cash value
of fringe benefits
generally not
excludable from > 2%
owner-employee’s
income or deductible
by S corporation.
• C Corp.: Deductible
by corporation—not
included in income of
employee.
Liability for
Entity Debts
Fringe
Benefits
Entity
Taxation
6. 6
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
• LLC: $800 minimum
franchise tax; gross
receipts fee.
• S Corp.: Minimum
franchise tax of $800 or
1.5% taxable income.
• C Corp.: 8.84%
corporate rate generally
applies, or $800
minimum franchise tax.
• Partnership: $800
minimum franchise tax
on limited partnerships,
no California income tax
on general partnerships.
Cal. Tax
Entity
Taxation
7. 7
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
• LLC, S Corp. and
Partnership:
• Issuance: Cannot issue
QSBS.
• Ownership: Can hold
QSBS; passes income
benefit up to its owners via
pass-through treatment.
• C Corp.:
• Issuance: Can issue QSBS.
• Ownership: Can own
QSBS, but cannot derive
any income benefit
therefrom. Does not pass
QSBS income benefit up to
its owners.
Entity
Taxation
8. 8
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
• LLC and
Partnership:
Allowed, subject to
substantial economic
effect rules.
• S Corp.: Not
allowed—all
allocations are pro
rata.
• C Corp.: Not
allowed.
Entity
Taxation
9. 9
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
• LLC and Partnership:
• US tax on effectively
connected income.
• Branch profits tax.
• Withholding taxes.
• S Corp.: Foreigners
cannot be owners of
an S corporation.
• C Corp.: Foreign
owners may face
withholding tax on
dividends from US
corporations, subject
to treaty rate or
exemption.
Entity
Taxation
10. 10
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and
Partnership: Equity
can be given to
employees and
consultants, but is
complex. ISOs are
not available.
• S Corp. and C
Corp.: ISOs
commonly granted to
employees. NSOs
may be granted to
employees,
consultants and
advisors.
Entity
Taxation
11. 11
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and C Corp.:
Formation filings
required.
• S Corp.: Formation
filings and S election
required.
• Partnership:
Agreement.
Form-
ation
Entity
Taxation
12. 12
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
Form-
ation
Employ
ment
Taxes
• LLC and
Partnership:
Earnings generally
subject to self-
employment taxes.
• S Corp. and C
Corp.: Social
security taxes
imposed on wages of
employee-owners,
no self-employment
tax on distributions.
Entity
Taxation
13. 13
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
Form-
ation
Employ
ment
Taxes
Entity
Taxation
• LLC and
Partnership:
• SE: 12.4%
• Medicare: 2.9%
• S Corp. and C
Corp.:
• SS: 6.2% + 6.2%
• (max base $113.7k)
• Medicare: 1.45% +
1.45%
Medicare surtax: 0.9% on
earned income > $200k
(single) or $250k (MFJ).
14. 14
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC, S Corp. and
Partnership:
Passive distributions
may trigger NII
surtax.
• C Corp.: Dividends
may trigger NII
surtax.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
Entity
Taxation
Net Investment Income
surtax: 3.8% on the lesser
of (i) net investment
income or (ii) modified AGI
greater than $200k
(single) or $250k (MFJ),
active + passive
15. 15
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and
Partnership: Sale
can generate capital
gain, subject to
related party and
“hot asset” rules;
different rules apply
for foreigners.
• S Corp. and C
Corp.: Stock or
asset sale possible.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
Entity
Taxation
16. 16
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and Partnership:
Must use accrual method
if a C Corporation is a
member, unless the LLC
has < $5 million gross
receipts per year.
• S Corp.: Can use cash
method if annual gross
receipts for the last 3
years average $1 million
or less or if inventory is
not a material income
producing factor.
• C Corp.: Generally
accrual method if annual
gross receipts exceed $5
million.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
Account
ing
Method
Entity
Taxation
17. 17
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and Partnership:
Foreign owners have
effectively connected
income if the entity has
effectively connected
income.
• S Corp.: Foreigners
cannot be owners of
an S corporation.
• C Corp.: Generally
blocks foreign owners
from having effectively
connected income.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
Account
ing
Method
ECI
Entity
Taxation
18. 18
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC, S Corp. and
Partnership: Tax-
exempt investors
may have unrelated
business taxable
income through the
entity’s conduct.
• C Corp.: Dividends
are not considered
unrelated business
taxable income.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
ECI
UBTI
Account
ing
Method
Entity
Taxation
19. 19
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
• LLC and Partnership:
Maximum amount
deductible by self-
employed persons is
limited by that person’s
self-employment
income minus the
amount contributed to
a qualified retirement
plan.
• C Corp. and S Corp.:
No such restriction for
corporate retirement
plan participants.
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
ECI
UBTI
Retire-
ment
Plans
Account
ing
Method
Entity
Taxation
20. 20
Liability for
Entity Debts
# of
Owners
Fringe
Benefits
Cal. Tax
QSBS
Special
Allocations of
Income &
Distributions
Foreign
Owners
Equity
Awards
Form-
ation
Employ
ment
Taxes
Net
Invest.
Income
Tax
M&A
ECI
Retire-
ment
Plans
The End
UBTI
Account
ing
Method
Entity
Taxation
• LLC and
Partnership:
Terminates for tax
purposes on transfer
of at least 50%
capital and profits
interests in 12
months.
• S Corp. and C
Corp.: No
termination of entity
on transfer of
interests.
21. RoyseLink: Connecting founders with investors and
service partners.
Royse University: Providing business, tax, and legal
content to founders and executives.
Royse Law Legal Wizard: Offering legal document
templates and more.
www.RoyseUniversity.com
www.RoyseLink.com
www.rroyselaw.com/ijuris_login_jp.html
Additional Resources
Royse Law Incorporator: Designed to help you
incorporate and structure your company in Delaware
or California.
www.mobilesense.net/rroyselaw/legalwizard
22. www.rroyselaw.com
@RoyseLaw
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23. The discussion of tax consideration was not intended or written to be used, and cannot
be used, by any taxpayer for the purpose of avoiding tax penalties that may be imposed
by the Internal Revenue Service. Each party should seek advice based on the party’s
particular circumstances from an independent tax advisor.
In accordance with Section 6694 of the Internal Revenue Code of 1986, as amended
(the “Code”), we hereby advise you that the positions set forth herein may lack
substantial authority and, therefore, may be subject to penalty under Code section
6662(d) unless adequately disclosed on IRS Form 8275.
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