Top 10 Tax Issues for Startup CompaniesRoger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It notes tax implications of each including taxation of earnings, eligibility requirements for owners, and taxation of transfers. The document then discusses specific issues related to startups including section 305 regulations on convertible preferred stock, taxation of stock rights like convertible debt and warrants, and dynamic split models for allocating equity.
Top tax issues for startup companies (10 3-16 revision)Roger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It discusses factors such as taxation at the entity level, eligibility requirements for owners, taxation of stock options, and double taxation for C corporations. The document then covers specific issues related to Section 305 of the tax code and how it applies to common scenarios for startups, such as convertible preferred stock and accrual of dividends. It also discusses the tax treatment of different types of stock rights for startups.
This document discusses several tax issues related to startup companies, including:
1) Choice of entity considerations such as availability of losses, fringe benefits, public offerings, liability, intellectual property, and ownership transfers.
2) Qualified small business stock and relevant tax benefits at the federal and state levels.
3) Proposed §305 regulations regarding deemed distributions on convertible instruments.
4) Dynamic split models for allocating founder's equity.
5) Tax treatment of convertible debt issued as an investment.
Idea to ipo funding 101 royse - august 11 2020Roger Royse
This document provides an overview of various sources of funding for startups, from founders' personal savings to venture capital. It discusses funding from founders, debt financing, government grants and loans, friends and family investors, angel investors, venture capital firms, and alternative sources like crowdfunding and initial coin offerings. For venture capital specifically, it covers typical terms, economics, metrics VCs consider, and structuring a startup to be attractive to VCs, including choice of entity, founder equity structures, and vesting. The overall purpose is to educate entrepreneurs on their funding options from early startup stages through growth with institutional investors.
The document outlines the timeline and process for passing the Tax Cuts and Jobs Act of 2017 in the U.S. Congress. It then provides a high-level overview of some of the major provisions introduced in the new tax law, including lower corporate tax rates, limitations on interest expense deductibility, immediate expensing, changes to net operating loss rules, new FDII rules, lowered rates for pass-through entities, related party anti-hybrid rules, and the new Base Erosion and Anti-Abuse Tax (BEAT). The provisions are complex due to existing rules layered on top of the new rules, and regulations will be needed to provide further guidance. Tax planning flexibility will be important given elements that
The document provides information about electing S corporation status for Cane, Inc. It discusses:
- Cane, Inc. has been a C corporation with less than $100,000 annual income, but expects losses in the next few years due to imports
- Electing S corporation status could allow deducting anticipated losses and provide tax benefits
- Requirements for S corporation eligibility include being a domestic corporation with one class of stock and 100 or fewer shareholders
- Cane, Inc. could elect S status if it has identical voting and non-voting stock and shareholders consent before the deadline
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 10 Tax Issues for Startup CompaniesRoger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It notes tax implications of each including taxation of earnings, eligibility requirements for owners, and taxation of transfers. The document then discusses specific issues related to startups including section 305 regulations on convertible preferred stock, taxation of stock rights like convertible debt and warrants, and dynamic split models for allocating equity.
Top tax issues for startup companies (10 3-16 revision)Roger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It discusses factors such as taxation at the entity level, eligibility requirements for owners, taxation of stock options, and double taxation for C corporations. The document then covers specific issues related to Section 305 of the tax code and how it applies to common scenarios for startups, such as convertible preferred stock and accrual of dividends. It also discusses the tax treatment of different types of stock rights for startups.
This document discusses several tax issues related to startup companies, including:
1) Choice of entity considerations such as availability of losses, fringe benefits, public offerings, liability, intellectual property, and ownership transfers.
2) Qualified small business stock and relevant tax benefits at the federal and state levels.
3) Proposed §305 regulations regarding deemed distributions on convertible instruments.
4) Dynamic split models for allocating founder's equity.
5) Tax treatment of convertible debt issued as an investment.
Idea to ipo funding 101 royse - august 11 2020Roger Royse
This document provides an overview of various sources of funding for startups, from founders' personal savings to venture capital. It discusses funding from founders, debt financing, government grants and loans, friends and family investors, angel investors, venture capital firms, and alternative sources like crowdfunding and initial coin offerings. For venture capital specifically, it covers typical terms, economics, metrics VCs consider, and structuring a startup to be attractive to VCs, including choice of entity, founder equity structures, and vesting. The overall purpose is to educate entrepreneurs on their funding options from early startup stages through growth with institutional investors.
The document outlines the timeline and process for passing the Tax Cuts and Jobs Act of 2017 in the U.S. Congress. It then provides a high-level overview of some of the major provisions introduced in the new tax law, including lower corporate tax rates, limitations on interest expense deductibility, immediate expensing, changes to net operating loss rules, new FDII rules, lowered rates for pass-through entities, related party anti-hybrid rules, and the new Base Erosion and Anti-Abuse Tax (BEAT). The provisions are complex due to existing rules layered on top of the new rules, and regulations will be needed to provide further guidance. Tax planning flexibility will be important given elements that
The document provides information about electing S corporation status for Cane, Inc. It discusses:
- Cane, Inc. has been a C corporation with less than $100,000 annual income, but expects losses in the next few years due to imports
- Electing S corporation status could allow deducting anticipated losses and provide tax benefits
- Requirements for S corporation eligibility include being a domestic corporation with one class of stock and 100 or fewer shareholders
- Cane, Inc. could elect S status if it has identical voting and non-voting stock and shareholders consent before the deadline
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.
Milly and Doug are considering starting a dot-com business and need to choose between a C corporation or general partnership structure. They expect $200,000 in annual pre-tax earnings. As single filers with a 28% tax rate, an S corporation or LLC would minimize total taxes of $56,000, leaving $144,000 after-tax cash flow compared to $82,062 for a C corporation. The LLC offers additional flexibility over an S corporation.
Alternative Structures for Life Sciences Companies: The LLC Holding CompanyWilmerHale
Explores the following:
- Establishing the LLC Holding Company
- Benefits and Drawbacks of Using the LLC Holding Company Structure
- Timing Considerations
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.
The document discusses the key characteristics and tax advantages of an S corporation. An S corporation is a business structure that allows business income and losses to pass through to shareholders for taxation under individual tax rates, avoiding double taxation. It provides liability protection like a C corporation but taxes profits like a partnership. Key benefits include lower overall taxes, ability to remove profits tax-free as distributions, and flexibility to manage employment taxes through executive salaries.
Christina owns all shares of Orange Corporation and wants to retire in 5-7 years, transferring ownership to her children. Orange stock is currently worth $6 million and expected to be $8 million at retirement. A stock redemption could help Christina transfer control to her children given they likely won't have funds to purchase the stock. The document discusses various types of stock redemptions and their tax treatment, including redemptions qualifying as sales and those treated as dividends. It also covers attribution rules and restrictions to prevent bailouts of corporate earnings.
An ESOP is an employee benefit plan invested in employer stock that can be used by government contractors as a liquidity strategy. The Fiscal Cliff compromise made ESOPs more attractive by keeping lower capital gains rates and adding a new top ordinary income tax rate. A leveraged ESOP transaction allows shareholders to sell stock and defer capital gains taxes while providing employees a tax-deferred retirement benefit and reducing the company's taxes. Special considerations for government contractors include cost reimbursement rules and SBA size recertification.
This document provides an overview and contents of Chapter 16, which discusses S corporations. Key points include:
1) S corporations allow income and losses to flow through to shareholders but the character of items is determined at the entity level. Distributions are generally not taxable but gains may be recognized on property distributions.
2) S corporations must generally use a calendar year but may elect a fiscal year if certain deferral or business purpose tests are met. Accrual, cash, and hybrid accounting methods are allowed.
3) Basis accounts include outside basis, at-risk basis, accumulated adjustment account (AAA), and previously taxed income account, which determine tax treatment of losses, distributions, and sales.
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.
The document provides an overview of S-Corporations, explaining that they allow business owners to split business proceeds into a salary and income portion in order to pay employment taxes only on the salary and avoid self-employment taxes on the income portion. It notes the setup requirements to form an S-Corp and quarterly/annual maintenance requirements, and compares the employment tax savings of an S-Corp to a sole proprietorship.
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.
This document provides an overview of key concepts regarding partnership taxation. It defines a partnership for tax purposes and outlines basic tax rules for forming and operating a partnership. It describes how partnership income and losses flow through to partners' individual tax returns and how partners' bases in their partnership interests are adjusted. It also discusses tax years, transactions between partners and partnerships, and at-risk limitations.
New business opportunities in the us romaniaRoger Royse
This document discusses new business opportunities in the United States and considerations for foreign companies looking to enter the US market. It covers topics such as choosing an entity structure, intellectual property protection, taxation, transfer pricing, and employment issues. The document provides an overview of the large US market and regulatory environment, and outlines strategies for setting up operations and structuring intercompany agreements to minimize tax liability.
Entreprenurial Relief In Terms of MVL - With Debt Specialists TC Debt SolutionsVillamill Digital
An MVL is usually the quickest and safest way to end a company. However, you need to consider an application for HMRC non-statutory clearance to manage the risk.
Cash balances should not affect the availability of ER, but it is now necessary to hold shares for two years to get ER.
Use a firm well versed in dealing with the legal and tax consequences of liquidation i.e. Thomson Cooper.
Thomson Cooper has a specialist debt division who manage debt solutions for clients. These include debt arrangement schemes, trust deeds, credit card debt consolidation and full & final settlements.
This document discusses different entity structures for operating a business including C corporations, S corporations, and LLCs. C corporations are subject to double taxation while S corporations allow profits and losses to pass through to shareholders. S corporations have advantages over partnerships for highly profitable businesses since income is not subject to self-employment tax. LLCs are taxed as partnerships, allow flexible membership, and provide liability protection. The document also summarizes tax considerations for stock acquisitions under Sections 338 and 338(h)(10).
The document discusses factors to consider when choosing an entity for a business, including tax treatment, liability issues, and regulatory requirements. It then provides details on forming limited liability companies (LLCs), C corporations, S corporations, and considerations for each such as management, taxation, capitalization, issuing stock, and IRS regulations. Key steps for formation like name availability checks, filing articles and applications are outlined for each entity type.
Here we are trying to list the taxation and accounting implications for a typically Demerger of companies.
The Implications are studied for Resultant and the Demerged Company
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
This document discusses partnership taxation and the formation and operation of partnerships. It covers key topics such as:
1) The definition of a partnership and different types of entities taxed as partnerships including general partnerships, limited liability partnerships, and limited liability companies.
2) Partnership taxation principles including flow-through treatment and calculating partnership income in two steps of ordinary income and separately stated items.
3) Tax consequences of partnership formation such as the nonrecognition of gains or losses on contributions of property in exchange for partnership interests.
4) Determining a partner's basis in their partnership interest and adjusting the basis for partnership activity to prevent double taxation.
The document discusses different types of business entities including sole proprietorships, C-corporations, S-corporations, partnerships, and limited liability companies. It provides an overview of the legal and tax considerations for each entity type, such as formation requirements, tax treatment, advantages, and disadvantages. The document also includes examples analyzing reasonable compensation and partnership tax issues.
The document summarizes the IC-DISC (Interest Charge-Domestic International Sales Corporation), which provides tax incentives for US companies that export domestic products. It allows some export income to be taxed at lower qualified dividend rates rather than higher ordinary income rates, potentially saving companies up to 15.8% in taxes. To qualify, a company sets up an IC-DISC entity and pays it commissions for export sales, which the IC-DISC then pays out as qualified dividends. The IC-DISC is a simple way to realize tax savings with minimal effort added to a company's normal export operations.
IC-DISCs as a Tax Arbitrage and Wealth Transfer StrategyRoger Royse
Moss Adams International Tax Partner Christine Ballard provides an in-depth look at the structures, benefits, and formalities for Domestic International Sales Corporations. (8/2016)
Milly and Doug are considering starting a dot-com business and need to choose between a C corporation or general partnership structure. They expect $200,000 in annual pre-tax earnings. As single filers with a 28% tax rate, an S corporation or LLC would minimize total taxes of $56,000, leaving $144,000 after-tax cash flow compared to $82,062 for a C corporation. The LLC offers additional flexibility over an S corporation.
Alternative Structures for Life Sciences Companies: The LLC Holding CompanyWilmerHale
Explores the following:
- Establishing the LLC Holding Company
- Benefits and Drawbacks of Using the LLC Holding Company Structure
- Timing Considerations
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.
The document discusses the key characteristics and tax advantages of an S corporation. An S corporation is a business structure that allows business income and losses to pass through to shareholders for taxation under individual tax rates, avoiding double taxation. It provides liability protection like a C corporation but taxes profits like a partnership. Key benefits include lower overall taxes, ability to remove profits tax-free as distributions, and flexibility to manage employment taxes through executive salaries.
Christina owns all shares of Orange Corporation and wants to retire in 5-7 years, transferring ownership to her children. Orange stock is currently worth $6 million and expected to be $8 million at retirement. A stock redemption could help Christina transfer control to her children given they likely won't have funds to purchase the stock. The document discusses various types of stock redemptions and their tax treatment, including redemptions qualifying as sales and those treated as dividends. It also covers attribution rules and restrictions to prevent bailouts of corporate earnings.
An ESOP is an employee benefit plan invested in employer stock that can be used by government contractors as a liquidity strategy. The Fiscal Cliff compromise made ESOPs more attractive by keeping lower capital gains rates and adding a new top ordinary income tax rate. A leveraged ESOP transaction allows shareholders to sell stock and defer capital gains taxes while providing employees a tax-deferred retirement benefit and reducing the company's taxes. Special considerations for government contractors include cost reimbursement rules and SBA size recertification.
This document provides an overview and contents of Chapter 16, which discusses S corporations. Key points include:
1) S corporations allow income and losses to flow through to shareholders but the character of items is determined at the entity level. Distributions are generally not taxable but gains may be recognized on property distributions.
2) S corporations must generally use a calendar year but may elect a fiscal year if certain deferral or business purpose tests are met. Accrual, cash, and hybrid accounting methods are allowed.
3) Basis accounts include outside basis, at-risk basis, accumulated adjustment account (AAA), and previously taxed income account, which determine tax treatment of losses, distributions, and sales.
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.
The document provides an overview of S-Corporations, explaining that they allow business owners to split business proceeds into a salary and income portion in order to pay employment taxes only on the salary and avoid self-employment taxes on the income portion. It notes the setup requirements to form an S-Corp and quarterly/annual maintenance requirements, and compares the employment tax savings of an S-Corp to a sole proprietorship.
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.
This document provides an overview of key concepts regarding partnership taxation. It defines a partnership for tax purposes and outlines basic tax rules for forming and operating a partnership. It describes how partnership income and losses flow through to partners' individual tax returns and how partners' bases in their partnership interests are adjusted. It also discusses tax years, transactions between partners and partnerships, and at-risk limitations.
New business opportunities in the us romaniaRoger Royse
This document discusses new business opportunities in the United States and considerations for foreign companies looking to enter the US market. It covers topics such as choosing an entity structure, intellectual property protection, taxation, transfer pricing, and employment issues. The document provides an overview of the large US market and regulatory environment, and outlines strategies for setting up operations and structuring intercompany agreements to minimize tax liability.
Entreprenurial Relief In Terms of MVL - With Debt Specialists TC Debt SolutionsVillamill Digital
An MVL is usually the quickest and safest way to end a company. However, you need to consider an application for HMRC non-statutory clearance to manage the risk.
Cash balances should not affect the availability of ER, but it is now necessary to hold shares for two years to get ER.
Use a firm well versed in dealing with the legal and tax consequences of liquidation i.e. Thomson Cooper.
Thomson Cooper has a specialist debt division who manage debt solutions for clients. These include debt arrangement schemes, trust deeds, credit card debt consolidation and full & final settlements.
This document discusses different entity structures for operating a business including C corporations, S corporations, and LLCs. C corporations are subject to double taxation while S corporations allow profits and losses to pass through to shareholders. S corporations have advantages over partnerships for highly profitable businesses since income is not subject to self-employment tax. LLCs are taxed as partnerships, allow flexible membership, and provide liability protection. The document also summarizes tax considerations for stock acquisitions under Sections 338 and 338(h)(10).
The document discusses factors to consider when choosing an entity for a business, including tax treatment, liability issues, and regulatory requirements. It then provides details on forming limited liability companies (LLCs), C corporations, S corporations, and considerations for each such as management, taxation, capitalization, issuing stock, and IRS regulations. Key steps for formation like name availability checks, filing articles and applications are outlined for each entity type.
Here we are trying to list the taxation and accounting implications for a typically Demerger of companies.
The Implications are studied for Resultant and the Demerged Company
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
This document discusses partnership taxation and the formation and operation of partnerships. It covers key topics such as:
1) The definition of a partnership and different types of entities taxed as partnerships including general partnerships, limited liability partnerships, and limited liability companies.
2) Partnership taxation principles including flow-through treatment and calculating partnership income in two steps of ordinary income and separately stated items.
3) Tax consequences of partnership formation such as the nonrecognition of gains or losses on contributions of property in exchange for partnership interests.
4) Determining a partner's basis in their partnership interest and adjusting the basis for partnership activity to prevent double taxation.
The document discusses different types of business entities including sole proprietorships, C-corporations, S-corporations, partnerships, and limited liability companies. It provides an overview of the legal and tax considerations for each entity type, such as formation requirements, tax treatment, advantages, and disadvantages. The document also includes examples analyzing reasonable compensation and partnership tax issues.
The document summarizes the IC-DISC (Interest Charge-Domestic International Sales Corporation), which provides tax incentives for US companies that export domestic products. It allows some export income to be taxed at lower qualified dividend rates rather than higher ordinary income rates, potentially saving companies up to 15.8% in taxes. To qualify, a company sets up an IC-DISC entity and pays it commissions for export sales, which the IC-DISC then pays out as qualified dividends. The IC-DISC is a simple way to realize tax savings with minimal effort added to a company's normal export operations.
IC-DISCs as a Tax Arbitrage and Wealth Transfer StrategyRoger Royse
Moss Adams International Tax Partner Christine Ballard provides an in-depth look at the structures, benefits, and formalities for Domestic International Sales Corporations. (8/2016)
IC-DISCs as a Tax Arbitrage and Wealth Transfer StrategyRoger Royse
Moss Adams International Tax Partner Christine Ballard provides an in-depth look at the structures, benefits, and formalities for Domestic International Sales Corporations
As originally enacted, the IC-DISC allowed exporters to defer income tax from profits on first $10 million of export sales. Prior to the phase-out of the EIE, which was completed after 2006, the IC-DISC received scant attention in the business world. But now it\'s moving into the spotlight.
This document provides an overview of international tax tips and traps. It begins with a tip about using a Domestic International Sales Corporation (IC-DISC) to receive tax benefits from export sales. Next, it discusses a trap related to recognizing Subpart F income from controlled foreign corporations. Finally, it notes potential international tax changes in countries like China, France, and the United States that could impact multinational companies.
The document discusses IC-DISCs, which are tax savings devices available to US exporters under the Internal Revenue Code. Key points include:
- IC-DISCs allow exporters to deduct commission payments, transferring income taxed at 35% to the IC-DISC which is not taxed but must make distributions taxed at 15%.
- The IC-DISC must meet ownership and export receipt/asset requirements and file specific tax forms.
- Exporters can optimize savings by calculating commissions using different IRS-approved methods and paying commissions throughout the tax year.
- IC-DISCs allow exporters to defer taxes on a portion of exports each year at a low interest rate rather than immediately distributing income.
This document discusses the IC-DISC export tax incentive, which allows U.S. companies to receive tax benefits on export income. An IC-DISC is a domestic corporation set up by an exporter to receive commissions on export sales. The exporter can deduct the commission payments, reducing its tax liability. The IC-DISC then distributes the income as dividends to shareholders taxed at a lower rate than normal income. This results in permanent tax savings due to the difference between deduction and dividend tax rates. The document provides an example where a company saves $47,040 in taxes using an IC-DISC structure.
Tax Strategies Can Bring Real Value To Your OrganizationPlante & Moran
The webinar covered tax strategies related to New Markets Tax Credits, state investment incentives, and the Domestic Production Activities Deduction. New Markets Tax Credits provide a 39% tax credit over 7 years for investments in low-income communities. State investment incentives include tax credits that offset income or franchise tax liability for capital investments. The Domestic Production Activities Deduction allows a 9% deduction for income from manufacturing, production and agricultural activities in the US.
This document provides an overview of an IC-DISC (Interest Charge Domestic International Sales Corporation) strategy session. The session began at 2:00 pm Eastern Time and covered IC-DISC benefits, qualifications, and operations. Speakers discussed how an IC-DISC can increase a company's after-tax cash flow by taking advantage of a 15% tax rate on dividends from qualified export sales. The session included examples of how to calculate IC-DISC commissions and addressed technical questions from participants.
This document summarizes various provisions of the Tax Cuts and Jobs Act (TCJA) including:
1) Individual and corporate tax rates that were reduced under the TCJA.
2) Changes to itemized deductions such as capping state and local tax deductions, mortgage interest deductions, medical expense deductions, and suspending some miscellaneous itemized deductions.
3) Strategies like "bunching" deductions, qualified charitable distributions, and investing in Qualified Opportunity Funds to maximize savings under the new tax law.
July 19-18 Impact of Tax reform on entity selection 1 - Workshop at WHEF DChefusa
The document provides an overview of tax reform and its impact on entity selection planning. Some key points include:
- Corporate tax rates were reduced to a flat 21% while individual rates increased up to 37% creating less incentive to use C corporations.
- A new 20% deduction under Section 199A was introduced for qualified business income from pass-through entities to help offset the higher individual rates.
- Interest expense deduction limitations now cap deductions at 30% of adjusted taxable income, carrying forward disallowed amounts. This impacts pass-through entities differently than C corporations.
- Excess taxable income not used by pass-through entities to deduct interest can be allocated to owners to use in their own calculations
PFRF for Coops webinar 2020 CDA Regional Office Ijo bitonio
e-Forum of CDA and PICPA Pangasinan Chapter
Aug 19, 2020
on CDA Issuances, Statutory Reserves, MC 2020-18, Journal Entries and Philippine Financial Reporting System
IntroductionACC305Cost AccountingFall 2019AWR Step 1: Financial Statement Analysis Project This is not a group project. You are not allowed to share your project with other students or publicize your work in any public websites which other students can access with or without paying fees). Students involved in sharing projects will be prosecuted according to the Student Academic Honesty Policy and receive failure grades. PurposeThis project is aimed at familiarizing students with the basic skills and information needed for financial statement analysis. Also, students will learn how to use online databases for financial statement analysis.
Step 1Use the following link to access the website of MergentOnline available in the library’s databases.http://webdb.plattsburgh.edu:2048/login?url=http://www.mergentonline.com/compsearch.aspSelect a firm you want to investigate (Firm A). Also, select a major competitor of this firm (Firm B). You may find the competitor’s information using the competitors tab.List the two firms you selected:Firm A:__________________________NIKEFirm B:__________________________ADIDASRead the Business Summary of Firm A. Copy and paste Business Summary here!NIKE is engaged in the design, development and marketing and selling of athletic footwear, apparel, equipment, accessories and services. Co. focuses its NIKE Brand product offerings in Running, NIKE Basketball, the Jordan Brand, Football (Soccer), Training and Sportswear categories. Co. markets products designed for kids, as well as for other athletic and recreational uses such as American football, baseball, cricket, golf, lacrosse, tennis, walking, and other outdoor activities. Co. has license agreements that permit unaffiliated parties to manufacture and sell, using Co.-owned trademarks, certain apparel, digital devices and applications and other equipment designed for sports activities.
In the Ownership tab, find the percentages of shares owned by the institutional investors for Firm A and Firm B. Company ACompany B% of shares owned by the institutional investors62.50%% of shares owned by the institutional investorsN/AWhy is it important for investors to pay attention to institutional holdings?Institutional holdings reefer to the ownerhsip stake in a firm that is held by large financial organizations, endowments or pension funds.Institutional holdings create or destroy shareholders value depending to the extent of control or influence.In the Ownership tab, find the percentages of shares owned by the insiders for Firm A and Firm B. Company ACompany B% of shares owned by the insiders1.45% of shares owned by the insidersN/AWhy is it important for investors to pay attention to insiders' holdings?Need to address this question. http://webdb.plattsburgh.edu:2048/login?url=http://www.mergentonline.com/compsearch.asp
Step 2In the Company Financials tab, download the most recent three years’ income statements of both firms in Excel format. Paste your downloaded income ...
Mocha, Inc. produces and sells ice cream wholesale, generating $42 million in receipts. It also operates snack shops next to its facilities, generating $5 million in receipts. To qualify the full $47 million as domestic production gross receipts for the domestic production activities deduction, Mocha may need to limit snack shop receipts to under the 5% de minimis threshold.
Carmine, Inc. qualifies as a small corporation exempt from the alternative minimum tax because its average gross receipts over the past 3 years are under $7.5 million. Taupe, Inc. does not qualify for the exemption because its average receipts were not initially under the $5 million threshold.
This presentation by Mr Vince Walker, a tax partner at the Liverpool offices of BDO, was the second presentation to the meeting of Liverpool Inventors Club of 29 April 2013 on the Patent Box. It sets out the patent box concession in the context of other concessions to encourage R & D in the UK. It explains the conditions and provides a worked example.
The document provides an overview of the qualified business income deduction (Section 199A) established by the Tax Cuts and Jobs Act. It discusses that the deduction provides eligible taxpayers a deduction of up to 20% of qualified business income. It outlines the eligibility requirements, defines qualified business income and specified service trades, and provides examples for calculating the deduction based on taxable income thresholds and limitations for specified service businesses.
This document provides an overview of income from profits and gains of business or profession under the Indian Income Tax Act. It defines key terms like business, profession, and vocation. It outlines the various heads of income that are taxable under profits and gains from business/profession. It also summarizes important rules regarding the computation of profits, deductions allowed, and expenses disallowed. The document includes examples and illustrations to explain concepts like computation of depreciation, additional depreciation, and deductions under sections 33AB and 33ABA.
South-Western Federal Taxation 2024 Corporations, Partnerships, Estates and Trusts, 47th Edition Solution Manual ISBN-13 9780357900673, full product at https://coursecost.com/product/solution-manual-for-south-western-federal-taxation-2024-corporations-partnerships-estates-and-trusts-47th-edition/
AmCorp Management is an expert in helping companies claim export tax benefits through the EIE and IC-DISC provisions. They offer no-cost feasibility studies to determine if a company is eligible for these tax savings programs. The EIE allows companies to exclude a percentage of foreign trade income from federal taxes in 2005-2006, saving an estimated 15-30% in taxes. The IC-DISC provides a permanent 50% tax savings on qualifying foreign trade income by subjecting it to a 15% dividend tax rate rather than the usual 35% corporate tax rate. AmCorp can help qualified exporters take advantage of these provisions through their filing services.
This chapter discusses special tax rules that apply to C corporations. It covers topics like the definition of a corporation, different types of C corporations like personal service corporations, and rules around tax years and accounting methods. It also summarizes the C corporation tax formula and compares tax treatment between C corporations and individuals. Finally, it provides examples of income items, exclusions, and deductions that have special rules for C corporations, such as organizational expenses, dividends received deductions, and charitable contributions.
Similar to IC-DISC for the Agriculture Industry (20)
This document summarizes key legal considerations for startups presented by Roger Royse of Haynes and Boone LLP. It addresses avoiding claims by prior employers, the importance of documentation for equity ownership and agreements, vesting restrictions, tax planning choices of entity, intellectual property protection, securities laws, and personal liability risks for founders. Royse emphasizes properly classifying workers to avoid misclassification penalties, and recommends his book "Dead on Arrival" which outlines legal mistakes that could jeopardize a startup.
This document summarizes key legal issues and considerations for startups. It discusses avoiding claims from prior employers to intellectual property created at a new company. It emphasizes the importance of proper documentation for equity ownership, loans, vesting schedules, and other founder agreements. It also covers vesting restrictions, tax planning choices around entity structure, protecting intellectual property, trade secret laws, and securities regulations. Throughout, it provides best practices and recommendations to help startups navigate common legal landmines.
2020-02-11 Tax Issues for Startups final.pptRoger Royse
Roger Royse presented on tax issues related to startups. He discussed 12 key tax issues including choice of entity, qualified small business stock, Section 305 issues related to disproportionate stock distributions, startup formation, and taking money off the table. He provided an overview of the relevant tax considerations and potential solutions for each issue.
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!
Idea to ipo venture capital startup royse - may 10 2020Roger Royse
This document provides information to help startups prepare for venture capital investment. It discusses various sources of funding for startups, including founders' personal savings, debt financing, government grants, friends and family investors, angels, and venture capital. It explains factors that venture capital firms consider, such as the startup's team, market size, traction, and potential for growth. The document also covers topics like common stock structures, founder equity, vesting schedules, and deal terms that are important for startups to understand when pursuing a venture capital investment.
Legal overview star camp royse - may 2020 4839-7571-5260-1Roger Royse
This document provides an overview of legal considerations for forming and financing a startup called StarCamp. It discusses the differences between establishing a US branch versus incorporating in the US. Key topics covered include effectively connected income, branch profits tax, withholding taxes and how tax treaties may provide relief, transfer pricing requirements, and BEA reporting filings. The document also examines choice of entity options, tax benefits of C corporations, founder equity splits, vesting, and employment law issues around worker classification.
M&A TAX CONSIDERATIONS FOR BUYERS AND SELLERS discusses various types of tax-free and taxable transactions in mergers and acquisitions, including:
1) Tax-free reorganizations include Type A (merger), Type B (stock for stock), Type C (stock for assets), Type D (spin-off, split-off, split-up), and Type E (recapitalization) transactions.
2) Taxable transactions include stock sales and asset sales.
3) Triangular mergers allow the use of a subsidiary corporation in a tax-free reorganization structure.
This document provides guidance on calculating the section 199A deduction for individuals. It discusses:
1) How to calculate the deduction for those with taxable income below the threshold amount, which is the lesser of 20% of qualified business income (QBI) or taxable income.
2) How to calculate the deduction for those with taxable income in the phase-in range above the threshold, which may be reduced based on a formula.
3) How to calculate the deduction for those with taxable income above the phase-in range, which is limited to 20% of QBI subject to W-2 wage and property limitations.
It defines key terms like QBI and provides examples of how
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.
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
Top 10 Legal Mistakes Startups & Entrepreneurs MakeRoger Royse
The document discusses the benefits of meditation for reducing stress and anxiety. Regular meditation practice can help calm the mind and body by lowering heart rate and blood pressure. Studies have shown that meditating for just 10-20 minutes per day can have significant positive impacts on both mental and physical health over time.
SAFEs and LLCs issue re: Contingent AllocationsRoger Royse
Roger Royse is the founder of the Royse Law Firm and focuses on advising startups. He holds leadership roles in the ABA and State Bar of California Taxation Section. The document summarizes IRS regulations regarding the federal tax treatment of non-compensatory partnership options. On issuance, the option holder is not taxed and is not a partner. On exercise, the holder contributes property for a partnership interest without tax. The partnership may revalue assets and make corrective allocations on exercise. On lapse, the partnership recognizes income equal to the option premium paid.
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.
InBIA Slides - Legal Issues for AcceleratorRoger Royse
This document discusses several key legal issues for accelerators. It covers the differences between leases and licenses, regulatory compliance considerations, types of funding structures like equity, debt, and SAFE instruments. It also discusses security laws and regulations around pooled investment vehicles and the Investment Company Act. Finally, it addresses crowdfunding rules under the JOBS Act, general solicitation exemptions, and broker-dealer registration requirements.
This document summarizes several major tax reform proposals in the United States, including Chairman Camp's 2014 proposal, Senator Hatch's 2014 report, the Ryan Plan, and proposals from Trump. Key elements discussed are lowering corporate tax rates, reducing individual tax brackets, eliminating certain deductions, moving to a territorial system, and replacing parts of the Affordable Care Act. Major disagreements between Republican plans are also outlined.
This document discusses constructive redemptions under Internal Revenue Code Section 304 for related party stock sales. Section 304 can recharacterize a stock sale between related parties as a stock redemption if there is control. It covers brother-sister stock sales where the seller controls both companies, and parent-subsidiary sales where the parent controls the subsidiary. The tax consequences will depend on if it is treated as a dividend under Section 301 or an exchange under Section 302. The document provides examples and notes that stock sales may be collapsed and recharacterized under the step-transaction doctrine.
A Critical Study of ICC Prosecutor's Move on GAZA WarNilendra Kumar
ICC Prosecutor Karim Khan's proposal to its judges seeking permission to prosecute Israeli leaders and Hamas commanders for crimes against the law of war has serious ramifications and calls deep scrutiny.
Business law for the students of undergraduate level. The presentation contains the summary of all the chapters under the syllabus of State University, Contract Act, Sale of Goods Act, Negotiable Instrument Act, Partnership Act, Limited Liability Act, Consumer Protection Act.
Corporate Governance : Scope and Legal Frameworkdevaki57
CORPORATE GOVERNANCE
MEANING
Corporate Governance refers to the way in which companies are governed and to what purpose. It identifies who has power and accountability, and who makes decisions. It is, in essence, a toolkit that enables management and the board to deal more effectively with the challenges of running a company.
Indonesian Manpower Regulation on Severance Pay for Retiring Private Sector E...AHRP Law Firm
Law Number 13 of 2003 on Manpower has been partially revoked and amended several times, with the latest amendment made through Law Number 6 of 2023. Attention is drawn to a specific part of the Manpower Law concerning severance pay. This aspect is undoubtedly one of the most crucial parts regulated by the Manpower Law. It is essential for both employers and employees to abide by the law, fulfill their obligations, and retain their rights regarding this matter.
Capital Punishment by Saif Javed (LLM)ppt.pptxOmGod1
This PowerPoint presentation, titled "Capital Punishment in India: Constitutionality and Rarest of Rare Principle," is a comprehensive exploration of the death penalty within the Indian criminal justice system. Authored by Saif Javed, an LL.M student specializing in Criminal Law and Criminology at Kazi Nazrul University, the presentation delves into the constitutional aspects and ethical debates surrounding capital punishment. It examines key legal provisions, significant case laws, and the specific categories of offenders excluded from the death penalty. The presentation also discusses recent recommendations by the Law Commission of India regarding the gradual abolishment of capital punishment, except for terrorism-related offenses. This detailed analysis aims to foster informed discussions on the future of the death penalty in India.
2. Domestic International Sales Corporation (IC-DISC)
Who Can Benefit?
Growers
Farmers
Processors
Suppliers
Cooperatives and others associated with
agriculture
IC-DISC is available even if your company is
not the ultimate producer or exporter of the
goods or services.
3. Common IC-DISC Structure (without cooperatives)
Farmers
IC-DISC without Cooperatives
Operating
Company
(S Corporation)
IC-DISC
(C Corporation)
Foreign
Customer
Deductible
Commission
(Offset
income taxed
at 39.6%)
Qualified
Dividend
(Taxed at
15% -23.8%)
4. Tax Benefit of IC-DISC
Tax Consequence
No federal level tax on the DISC.
Tax deferred until income is distributed (but regularly distributions
often necessary).
Shareholders pay interest on the deferred income.
Tax Arbitrage
Convert ordinary income into qualified dividend taxed at
preferential rates when distributing to shareholders.
5. Setting up the IC-DISC
Form a US C corporation
‒ Only have one class of stock
‒ Choose an IC-DISC friendly State
Electing IC-DISC Treatment
‒ Form 4876-A must be filed with the IRS within 90 days of the beginning of
the IC-DISC’s taxable year for the election to apply to such year.
Entering into a Commission Agreement
‒ The permitted commission rate is set by statute, and is generally limited
to the greater of:
4% of the exporter’s qualified export receipts, subject to certain
limitations; or
50% of the exporter’s taxable income attributable to qualified export
receipts.
6. Maintaining the IC-DISC Status
95% qualified gross receipts test
‒ I.R.C. §993(a)
95% qualified export asset test
‒ I.R.C. §993(c)(1)(B)
‒ REV. RUL. 77-484, 1977-2 C.B. 289
$2,500 capital at all times
Timely payment of commissions
Annual Filings
Books and Records
7. Challenges for IC-DISC with Cooperative Entities
Farmers
Operating
Company
(S Corporation)
IC-DISC
(C Corporation)
Foreign
Customer
Deductible
Commission
(Offset
income taxed
at 39.6%)
Qualified
Dividend
(Taxed at
15% -23.8%)
Model A
Cooperative
Entity
Domestic
Customer
Profits
Products
REV. RUL. 77-484
• IC-DISC failed the destination test for “qualified export sales” if the
product is commingled with other fungible product acquired by the
cooperative from other farmers, and cannot be traced to the export
sale.
• The IRS IC-DISC Audit Guide suggests that the destination test can be
satisfied if the cooperative set up systems for segregation under the
FSC regulations.
8. Challenges for IC-DISC with Cooperative Entities
Farmers
IC-DISC
(C Corporation)
Foreign
Customer
Deductible
Commission
(Offset
income taxed
at 39.6%)
Qualified
Dividend
(Taxed at
15% -23.8%)
Cooperative
Entity
Qualified
Export Sales
Model B
Domestic
Customer
Uncertainty created by Subchapter T of
the I.R.C
• Cooperatives are allowed
deductions for certain
distributions to its members.
• It is unclear if the “combined
taxable income” upon which the
commission is determined
would take into account the
deductions.
Farmers have two stream of taxable
income
• One from the cooperative.
• One from the partnership.
• It adds complexity to the tax
accounting treatment for the
two revenue streams.
Partnership
9. PALO ALTO
1717 Embarcadero Road
Palo Alto, CA 94303
LOS ANGELES
11150 Santa Monica Blvd.
Suite 1200
Los Angeles, CA 90025
SAN FRANCISCO
135 Main Street
12th Floor
San Francisco, CA 94105
Palo Alto Office: 650-813-9700
CONTACT US
www.rroyselaw.co
m
@RoyseLaw
MENLO PARK
149 Commonwealth Drive,
Suite 1001
Menlo Park, CA 94025
LOS ANGELES
445 S Figueroa St
31st Floor
Los Angeles, CA 90071
SAN FRANCISCO
135 Main Street
12th Floor
San Francisco, CA 94105
Menlo Park Office: 650-813-9700
CONTACT US
www.rroyselaw.com
@RoyseLaw