The document discusses corporate structures and tax strategies for cannabis businesses. It recommends:
1) Using a C corporation structure for retailers to contain tax liability within the corporation and protect shareholders.
2) Using pass-through entities like S corporations or LLCs for producers/processors, as 280E impacts are less significant for them.
3) Segregating operations to take advantage of different tax treatments, like holding real estate in a separate entity to claim more aggressive depreciation deductions.
4) Developing intellectual property holdings and licensing agreements to generate deductible expenses and offset operating income within the cannabis business entity.
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 tax reform bill was signed into law on Dec. 22, 2017, bringing sweeping and historic changes to our country’s tax laws. These changes generally are effective in 2018 and impact every taxpayer, including many provisions that will significantly impact the construction sector.
We will focus on the manner in which construction businesses are impacted by the new law, and will offer insight about how the sector should respond to the new provisions.
Basic guide for contractors and freelancerssajahmed99
Limited company basic principles, important dates, allowable and dis-allowable business expenses for small limited companies, IR35, PAYE, Registering as an employer, what expenses I can put through the company? What expenses I can claim being a director? Should I have a company car or my personal car? What can I claim VAT on if the company is VAT registered? What can I not claim in relation to VAT? Dividends explained
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.
Section 199A of the Internal Revenue Code provides many taxpayers a deduction for qualified business income from a qualified trade or business operated directly or through a pass-through entity.
http://bit.ly/Harshwal
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 tax reform bill was signed into law on Dec. 22, 2017, bringing sweeping and historic changes to our country’s tax laws. These changes generally are effective in 2018 and impact every taxpayer, including many provisions that will significantly impact the construction sector.
We will focus on the manner in which construction businesses are impacted by the new law, and will offer insight about how the sector should respond to the new provisions.
Basic guide for contractors and freelancerssajahmed99
Limited company basic principles, important dates, allowable and dis-allowable business expenses for small limited companies, IR35, PAYE, Registering as an employer, what expenses I can put through the company? What expenses I can claim being a director? Should I have a company car or my personal car? What can I claim VAT on if the company is VAT registered? What can I not claim in relation to VAT? Dividends explained
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.
Section 199A of the Internal Revenue Code provides many taxpayers a deduction for qualified business income from a qualified trade or business operated directly or through a pass-through entity.
http://bit.ly/Harshwal
More than 78 million taxpayers paid someone to prepare their federal tax return in 2016. Generally, anyone who prepares or assists in preparing a federal tax return for compensation must have a Preparer Tax Identification Number (PTIN). They must sign in the paid preparer's area of the return and give the taxpayer a copy of the return. Since 2012, anyone who prepares and files 11 or more Forms 1040, 1040A, 1040EZ or 1041 during a calendar year must use e-file.
Most tax return preparers provide outstanding service, but they have differing levels of skills, education, and expertise. Another important difference is their ability to represent taxpayers before the Internal Revenue Service.
Representation rights, also known as practice rights, fall into two categories: Unlimited and Limited Representation.
Return preparers with unlimited representation rights can represent their clients on any matters including audits, payment/collection issues, and appeals. Those with limited representation rights can only represent clients whose returns they prepared and signed, but only before revenue agents, customer service representatives.
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/
Now your corp, Corporation filing in Ontario, CA can be managed easily. Just call us for paperwork on corporation LLC and do for you.
Visit:
https://www.globaltruckdocs.com
LLP vs PVT. LTD.. vs OPC vs Partnership vs ProprietorshipLegal Raasta
Types of Business Formation, Minimum Requirements for Company Registration, Member's Liability, Name of the Entity.
To know more about LLP vs PVT. LTD.. vs OPC vs Partnership vs Proprietorship, visit https://www.legalraasta.com/
A short guide on the most important business forms in Ireland. Contact our lawyers for complete assistance when you open a company: https://www.lawyersireland.eu/.
More than 78 million taxpayers paid someone to prepare their federal tax return in 2016. Generally, anyone who prepares or assists in preparing a federal tax return for compensation must have a Preparer Tax Identification Number (PTIN). They must sign in the paid preparer's area of the return and give the taxpayer a copy of the return. Since 2012, anyone who prepares and files 11 or more Forms 1040, 1040A, 1040EZ or 1041 during a calendar year must use e-file.
Most tax return preparers provide outstanding service, but they have differing levels of skills, education, and expertise. Another important difference is their ability to represent taxpayers before the Internal Revenue Service.
Representation rights, also known as practice rights, fall into two categories: Unlimited and Limited Representation.
Return preparers with unlimited representation rights can represent their clients on any matters including audits, payment/collection issues, and appeals. Those with limited representation rights can only represent clients whose returns they prepared and signed, but only before revenue agents, customer service representatives.
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/
Now your corp, Corporation filing in Ontario, CA can be managed easily. Just call us for paperwork on corporation LLC and do for you.
Visit:
https://www.globaltruckdocs.com
LLP vs PVT. LTD.. vs OPC vs Partnership vs ProprietorshipLegal Raasta
Types of Business Formation, Minimum Requirements for Company Registration, Member's Liability, Name of the Entity.
To know more about LLP vs PVT. LTD.. vs OPC vs Partnership vs Proprietorship, visit https://www.legalraasta.com/
A short guide on the most important business forms in Ireland. Contact our lawyers for complete assistance when you open a company: https://www.lawyersireland.eu/.
purchase price allocation (PPA) is an application of goodwill accounting whereby one company (the acquirer), when purchasing a second company (the target), allocates the purchase price into various assets and liabilities acquired from the transaction.
http://finishedexams.com/homework_text.php?cat=15808
Immediate access to solutions for ENTIRE COURSES, FINAL EXAMS and HOMEWORKS “RATED A+" - Without Registration!
http://finishedexams.com/homework_text.php?cat=15809
Immediate access to solutions for ENTIRE COURSES, FINAL EXAMS and HOMEWORKS “RATED A+" - Without Registration!
This is one of presentations from the 2009-2010 Game Industry Start Up Workshop Series. The first workshop topic was "How to Form and Protect Your Business" and it took place on 9/15/09.
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.
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.
If you’re thinking of organizing your business as an S corporation, you
must determine if it is the right fit for your company. There are benefits
and drawbacks of each business entity type. Below are a few pros and
cons of having an S Corporation
Convert Your C Corp to LLC. How to and Why?Easy Filing
Thinking to convert C Corp to LLC but don’t know how? Well, you have landed at the right place. With this article, you will learn the process of converting your C Corp business to LLC.
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.
For a Step by Step guide on Forming your business
Legally forming your new business can be a daunting task especially with how confusing government websites are. Luckily, SmartUp has made an introductory workshop along with a step by step guide.
To access the guide please visit: https://www.smartuplegal.com/learn-center/entity-formation-step-by-step-guide-new-georgia-business/
This workshop focuses on:
-Forming a startup of your own
-Obtaining a job with an existing or startup company
-Embarking on a freelance career
Explain what to look for with each scenario:
-Existing employers: What you should know about employee or contractor agreements
-Freelancing: Good practices from a legal standpoint
-Own startup: What should be done first?
Explain what they can do themselves vs. when they should look for professional advice:
-Provide a list of things that you can do yourself, with links and instructions for each
You will leave this workshop feeling a lot more confident on how to move forward with your business.
How to Get Your Recreational (Adult-Use) License and Overcome Roadblocks with...Cannabis Legal Group
How to Get Your Recreational (Adult-Use) License and Overcome Roadblocks with your Municipality by Barton Morris, Principal Attorney Cannabis Legal Group
Raising Private Equity Capital for Expansion, Insurance and Business Mergers/...Cannabis Legal Group
Raising Private Equity Capital for Expansion, Insurance and Business Mergers/Acquisitions by Erik Allison, Managing Partner at Skytree Capital Partners
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Company Valuation webinar series - Tuesday, 4 June 2024FelixPerez547899
This session provided an update as to the latest valuation data in the UK and then delved into a discussion on the upcoming election and the impacts on valuation. We finished, as always with a Q&A
Top mailing list providers in the USA.pptxJeremyPeirce1
Discover the top mailing list providers in the USA, offering targeted lists, segmentation, and analytics to optimize your marketing campaigns and drive engagement.
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
Holger Mueller of Constellation Research shares his key takeaways from SAP's Sapphire confernece, held in Orlando, June 3rd till 5th 2024, in the Orange Convention Center.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
An introduction to the cryptocurrency investment platform Binance Savings.Any kyc Account
Learn how to use Binance Savings to expand your bitcoin holdings. Discover how to maximize your earnings on one of the most reliable cryptocurrency exchange platforms, as well as how to earn interest on your cryptocurrency holdings and the various savings choices available.
Recruiting in the Digital Age: A Social Media MasterclassLuanWise
In this masterclass, presented at the Global HR Summit on 5th June 2024, Luan Wise explored the essential features of social media platforms that support talent acquisition, including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok.
Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
This PowerPoint presentation is only a small preview of our Toolkits. For more details, visit www.domontconsulting.com
2. +
280E Overview
• Cost of goods sold is only deduction available to businesses trafficking in
cannabis for federal tax purposes
• Some states do not apply 280E for state income tax purposes (Oregon)
• Focus on capitalizing as many expenses as possible to COGS; this is actually
the IRS’s preferred position
3. +
280E Defined
• Involves expenditures in connection with the illegal sale of drugs
• No deduction or credit shall be allowed…in carrying on any trade or business if
such trade or business (or the activities which comprise such trade or business)
consists of trafficking in controlled substances.
4. +
The Importance of Corporate Structure
3 main options:
• C corporation
o Pays corporate level tax
o Less tax efficient than a pass-through
• S corporation
o All shareholders must be individuals
o Reasonable salary to owner operators
• Limited liability corporation (LLC)
o Very flexible entity
o Pass-through income could be subject to S.E. tax
5. +
The Importance of Corporate Structure
What entity type makes the most sense by industry segment?
• Retailer
• Wholesaler/distributor
• Producer/processor
How ownership structure influences entity choices
• What functional role does the ownership group play in the operation of the business?
Does entity type even matter? (YES!)
7. +
Corp. Structure: Retailers
• Not as tax efficient as pass-through entity
◦ Downside protection could be more important in EARLY years
•Low salary, high dividend strategy
o Ability to control timing of dividends
o Can also take loans from corporation tax free. Must eventually be repaid.
8. +
Corp. Structure: Retailers
• S Corp can hold a tax trap for the
unwary
• Non-deductible or partially non-
deductible salary gets taxed again at
individual level via W-2
9. +
Corp. Structure: Retailers
• “Reasonable salary” can potentially cause double taxation
o IRS could demand higher “reasonable salary”
• Highly profitable retailer could make switch to S corp after business is established,
profitability metrics determined
• Compare C vs. S corps side-by-side
o Assume salary is non-deductible & dividends are
o Maxed to make determination
10. +
Corp. Structure: Retailers
LLC
• Also a pass-through entity, so tax liability determined at individual level
• Income is subject to self employment tax + income tax
o Can be a substantial amount
• Same downside issues as S corp:
o Tax liability is individual liability
o Exposes owners to potential tax liens and levy
11. +
Revenue $1,000,000
COGS (500,000)
Gross Margin 500,000
SG&A (non-deductible) (400,000)
Pretax income 100,000
Tax (corp. rate) (170,000)
After tax loss $ ( 70,000)
Corp.Structure:Downsideprotection(C Corp)
• Example of why it makes sense to
use a C corp. when non-deductibles
are relatively high
• Company is experiencing an
economic loss after taxes
• Wise to contain the tax liability
inside the corporate entity rather
than passing it through to the
individual shareholders
14. +
Corp.Structure:Producers& Processors
• S corp or LLC is best option
o Depends on ownership structure,
operational functions of owners
• Pass-through entities are more tax
efficient
• One level of tax vs. C corp
20. +
Effectof SeparateEntitieson Depreciation
Assets placed in service
Land 200,000
Building 500,000
Improvements 130,000
Equipment - 7 year 400,000
Equipment - 5 year 50,000
To t a l 1,280,000
Comparison of First Year Depreciation
Leasing Company (not subject to 280E) 270,013
Grow Operation (Entity subject to 280E) 81,442
Additional Depreciation allowed 188,571
Potential Tax Savings @ 35% $ 66,000
Note: If the overall income of the Leasing Company
allows for the § 179 deduction, the first year
depreciation would total $461,442 producing a
potential tax savings of $133,044!
21. +
Producer/Processor Tax Strategies
• Creates potential opportunity to offset operating income
• Be sure to charge commercially reasonable rents. Don’t get cute!
• Lease agreement should be in writing
• Creates different opportunities for investors that don’t want direct
connection to cannabis
oWork-around for out-of-state investors if your state prohibits
22. +
Producer/Processor Tax Strategies
Intellectual property
• Another segregation strategy
• Hold all brands, recipes and production or processing methods outside of
operating entity
• Should have a business purpose for doing so
23. +
Producer/Processor Tax Strategies
License to operating entity for a fee, which can be deductible
• Should be written agreement
Opportunity to license to “partners” in other states
Operation of entity is not subject to 280E because
• Licensing is not trafficking
24. +
Setting Up – Corporate Structure is
Your First Defense
Why Do You Need Two LLC’s & A C Corp?
1. Once entity is the actual cannabis enterprise holding the license.
2. The other entity is the management company providing goods and services
to the cannabis enterprise
3. Management company marks up the goods & services, creating a higher
COGS
4. The third is to hold the share of the management company
5. Utilize Sec. 1202 Small Business Stock Capital Gains Exclusion
25. +
Qualified SmallBusinessStock (QSBS)
Considerations for 100% Gain Exclusion
Five criteria must be met to qualify:
1. The stock must have been directly acquired via an original issuance from US C
corporation (Sec. 1202(c)(1))
2. Both before and immediately after stock issuance, the C corporation’s tax basis is gross
assets < $50 million (Sec. 1202(d)(1))
3. The C corporation and shareholders must consent to supply documentation regarding
QSBS (Sec. 1202(d)(1)(C))
4. The C corporation conducts certain qualified active trades or businesses (Sec. 1202(e))
5. The stock must have been held for at least 5 years (Sec. 1202(b)(2))
27. +
Michigan Taxation of MedicalMarihuana
3% Excise Tax – NEW
• The Medical Marihuana Facilities Licensing Act
• File and remit quarterly; 30 days after the end of the calendar quarter
6% Sales or Use Tax
• The General Sales Tax Act / The Use Tax Act
28. +
Tax Tips: Do…
Keep good accounting records
Have a written operating agreement, written leases, written royalty agreements
Hire a good attorney and CPA
29. +
Tax Tips: Don’t…
Cut corners
Listen to advice that seems too good to be true
Procrastinate