What mechanisms do the IRS, EDD, or BOE have to pierce the veil of limited liability and hold individual(s) personally liable for trust taxes? The presentation provides an overview for personal liability issues for payroll taxes, sales taxes, and other excise taxes.
Multi member-llc-operating-agreement-downloadGeorges Krinker
This document outlines an operating agreement for a limited liability company (LLC). It establishes four members of the LLC and allocates ownership units equally among them. The agreement specifies the LLC will be member-managed and decisions will be made by majority vote. It also covers responsibilities of members, capital contributions, distributions, admission of new members, transfer of ownership units, withdrawal of members, and dissolution of the LLC.
This document provides summaries of two presenters who will be speaking on business entity selection and its benefits and pitfalls. Kevin Learned is a founding partner at a law firm specializing in advising small and mid-sized federal services contractors on matters including company formation, mergers and acquisitions, private offerings, and certifications. Aman Badyal counsels clients on various transactions including choice of entity, formation, private placements, and mergers. The document then covers various topics related to different types of business entities including sole proprietorships, partnerships, corporations and LLCs and their characteristics regarding liability, taxes, ownership restrictions, and management.
Recent Developments in Executive CompensationCarol Buckmann
The document summarizes recent developments in executive compensation regulation, including the final CEO pay ratio disclosure rules issued by the SEC, proposed clawback regulations under the Dodd-Frank Act, and recent IRS guidance. Key points include: the first pay ratio disclosures will be required in early 2018; the rules for identifying the median employee and calculating total compensation; exemptions available for certain companies; and details around what compensation would be subject to clawback under the proposed regulations requiring companies to recover incentive-based compensation from executives in the event of an accounting restatement.
HMRC published a consultation document proposing changes to partnership tax rules to prevent tax avoidance through the use of LLPs. The proposed changes aim to 1) classify individuals as employees rather than partners if their engagement is tantamount to employment and 2) prevent the allocation of profits and losses among partnership members from being used to secure unfair tax advantages. Comments on the consultation were due by August 9, 2013. The proposed changes would take effect from April 6, 2014 and may significantly impact investment managers in the UK.
Disputes between shareholders are common in today’s business world and may arise in any partnership no matter how carefully the initial plans are drafted. Sometimes, such disputes can be resolved simply by a compromise between the involved parties. Often, however, they can turn into a serious conflict that may substantially hinder or even destroy the business from the inside. Understanding how to effectively navigate shareholder disputes to prevent a worst-case scenario is a necessity for building and maintaining a successful business.
View our article here: https://bit.ly/Letran-Weekly-06022020
The document summarizes upcoming changes to UK tax law regarding the taxation of partnerships and LLPs introduced in the Finance Bill 2014. Specifically:
1. It introduces measures to counter tax-motivated profit and loss allocations between individual and corporate partnership members. Profits allocated to corporations may be reallocated to individuals in certain cases.
2. It changes the tax treatment of "salaried members" who are essentially employees to being taxed as employees if their partnership income is substantially a disguised salary.
3. It allows partnerships and LLPs that are Alternative Investment Fund Managers to allocate certain deferred remuneration profits to the firm which will then pay tax on those profits at 45%.
Learn about the importance of supporting your executive compensation decisions and the authority the Board of Directors has over this important and sensitive topic - Peterson Sullivan - Seattle CPA Firm.
Multi member-llc-operating-agreement-downloadGeorges Krinker
This document outlines an operating agreement for a limited liability company (LLC). It establishes four members of the LLC and allocates ownership units equally among them. The agreement specifies the LLC will be member-managed and decisions will be made by majority vote. It also covers responsibilities of members, capital contributions, distributions, admission of new members, transfer of ownership units, withdrawal of members, and dissolution of the LLC.
This document provides summaries of two presenters who will be speaking on business entity selection and its benefits and pitfalls. Kevin Learned is a founding partner at a law firm specializing in advising small and mid-sized federal services contractors on matters including company formation, mergers and acquisitions, private offerings, and certifications. Aman Badyal counsels clients on various transactions including choice of entity, formation, private placements, and mergers. The document then covers various topics related to different types of business entities including sole proprietorships, partnerships, corporations and LLCs and their characteristics regarding liability, taxes, ownership restrictions, and management.
Recent Developments in Executive CompensationCarol Buckmann
The document summarizes recent developments in executive compensation regulation, including the final CEO pay ratio disclosure rules issued by the SEC, proposed clawback regulations under the Dodd-Frank Act, and recent IRS guidance. Key points include: the first pay ratio disclosures will be required in early 2018; the rules for identifying the median employee and calculating total compensation; exemptions available for certain companies; and details around what compensation would be subject to clawback under the proposed regulations requiring companies to recover incentive-based compensation from executives in the event of an accounting restatement.
HMRC published a consultation document proposing changes to partnership tax rules to prevent tax avoidance through the use of LLPs. The proposed changes aim to 1) classify individuals as employees rather than partners if their engagement is tantamount to employment and 2) prevent the allocation of profits and losses among partnership members from being used to secure unfair tax advantages. Comments on the consultation were due by August 9, 2013. The proposed changes would take effect from April 6, 2014 and may significantly impact investment managers in the UK.
Disputes between shareholders are common in today’s business world and may arise in any partnership no matter how carefully the initial plans are drafted. Sometimes, such disputes can be resolved simply by a compromise between the involved parties. Often, however, they can turn into a serious conflict that may substantially hinder or even destroy the business from the inside. Understanding how to effectively navigate shareholder disputes to prevent a worst-case scenario is a necessity for building and maintaining a successful business.
View our article here: https://bit.ly/Letran-Weekly-06022020
The document summarizes upcoming changes to UK tax law regarding the taxation of partnerships and LLPs introduced in the Finance Bill 2014. Specifically:
1. It introduces measures to counter tax-motivated profit and loss allocations between individual and corporate partnership members. Profits allocated to corporations may be reallocated to individuals in certain cases.
2. It changes the tax treatment of "salaried members" who are essentially employees to being taxed as employees if their partnership income is substantially a disguised salary.
3. It allows partnerships and LLPs that are Alternative Investment Fund Managers to allocate certain deferred remuneration profits to the firm which will then pay tax on those profits at 45%.
Learn about the importance of supporting your executive compensation decisions and the authority the Board of Directors has over this important and sensitive topic - Peterson Sullivan - Seattle CPA Firm.
The document discusses IRS collection procedures for different types of business entities that owe payroll tax debt. It explains that sole proprietors and general partners are generally personally liable for a business's unpaid payroll taxes. Corporations provide liability protection unless assets are comingled or officers willfully fail to pay taxes. LLC members have liability protection except for unpaid payroll taxes. The document also discusses trust fund recovery penalties under Code Section 6672 and potential resolution options for taxpayers with payroll tax debt.
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.
Exit planning and succession planning in a Washington limited liability compa...Beresford Booth PLLC
Exit planning and succession planning in LLCs.
By: David C. Tingstad
Beresford Booth, PLLC
145 Third Avenue South, Suite 200
Edmonds, Washington 98020
(425) 776-4100
DavidT@beresfordlaw.com
Prepared by CA Sandesh Mundra - An exhaustive presentation on Consolidation of Accounts covering the Standards - AS 21, AS23 and AS 27 with indepth analysis of the finer aspects involved.
This document provides an overview of tax accounting methods and concepts. It discusses the cash method of accounting, which recognizes income when cash is received and expenses when paid. The document provides examples of constructive receipt, where a taxpayer has income even if not yet received in cash. It also briefly mentions the accrual method and hybrid accounting methods. The document appears to be an introductory chapter on tax accounting from a textbook.
The document discusses the legal issues surrounding corporate liquidation. It provides an overview of the different reasons a company may enter liquidation, either voluntarily through shareholder or director resolution, or involuntarily through a court order obtained by creditors. It also outlines the roles and responsibilities of directors, shareholders, secured and unsecured creditors during the liquidation process. Key points covered include tests for insolvency, director liability for insolvent trading, and the order of creditor payment during liquidation. The document is relevant as it analyzes the legal implications of the liquidation of Best Dressed Homes Ltd.
This document discusses limited liability companies (LLCs) in Florida. It describes how LLCs are formed by filing articles of organization with the state. LLCs provide flexibility in how profits/losses are allocated and how the business is managed. Members are generally not liable for the debts of the LLC. The tax treatment of LLCs depends on the number of members, with single-member LLCs being disregarded entities and multi-member LLCs being taxed as partnerships. The document compares LLCs to S-corporations.
This document summarizes key differences between profit sharing plans and employee stock ownership plans (ESOPs) as alternative employee ownership structures. It notes that both are defined contribution retirement plans governed by ERISA and the tax code. While profit sharing plans can invest in employer securities, ESOPs are designed primarily for this purpose. The document outlines several favorable tax treatments that ESOPs receive over profit sharing plans, such as more flexible contribution deductions and the ability to deduct dividends paid on employer shares. It also discusses differences in prohibited transaction rules and ability to defer capital gains.
The document summarizes executive compensation restrictions under the CARES Act for companies that receive federal loans or loan guarantees. It outlines thresholds for limiting compensation to executives making over $425,000 in 2019. It also discusses potential challenges in retaining executive talent within these restrictions and explores whether deferred compensation could provide a solution. The document concludes by advising clients to consult experts while more regulatory guidance on the restrictions is developed.
Rethinking Executive Compensation While Awaiting Section 162(m) GuidanceFulcrum Partners LLC
This whitepaper report has been prepared by: Bruce Brownell, CFP, Founder and Managing Director Fulcrum Partners; G. Scott Cahill, CLU, Founder and Managing Director Fulcrum Partners; Joan Vines, Managing Director, National Tax - Compensation and Benefits, BDO; Carl Toppin, Managing Director Compensation and Benefits, BDO; Andrew Gibson, Regional Managing Partner - Tax Services BDO; and Peter Klinger, Partner, Compensation & Benefits, BDO.
Related Party Transactions-Detailed AnalysisKrishan Singla
It deals with detailed analysis of related party transactions under Companies Act, 2013 and Clause 49 of Listing Agreements and Accounting Standard 18. You please also comment upon it as you wish for guidance of all.
This document discusses accounting for legal reorganizations and liquidations under bankruptcy. It covers key aspects of bankruptcy law, including the goals of fair distribution of assets and discharge of debt. It describes the differences between voluntary and involuntary bankruptcy, as well as the processes for liquidation under Chapter 7 and reorganization under Chapter 11. It also addresses financial reporting requirements during and after bankruptcy proceedings, including the option for fresh start accounting when certain conditions are met.
The document discusses several questions or cases related to consolidation of financial statements under IAS 27. It addresses questions about whether consolidated financial statements are required when subsidiaries are sold during the year or when a parent company has over 100 subsidiaries. It also discusses cases involving joint control of subsidiaries, situations where a parent owns over 50% voting power but does not intend to control the subsidiary, indirect ownership of a subsidiary, and how to treat intermediary subsidiaries that each own a portion of another subsidiary. Additional topics covered include goodwill calculation when control restrictions are later removed, whether consolidation is required if a company is fully funded but does not own equity, and definitions related to consolidated financial statements.
This document discusses several important management decisions and how tax planning relates to each. It explains that the choice between debt and equity financing impacts corporate tax liability. When deciding whether to make or buy a product, tax benefits of depreciation and interest deductions should be considered. For the decision to own or lease an asset, tax implications like withholding taxes and deductions for lease rentals or depreciation must be weighed. Capital gains tax rates being lower than normal income tax also influences investment decisions. Tax losses can be utilized through amalgamation of companies if the conditions specified in tax laws are met.
To understand various issues and concerns faced by the entrepreneurs/top management on the key aspects of Related party transactions and to support them in implementing better governance in organizations.
Published Spring 2011 in Boston Bar Association’s Business Law Section Newsletter
SES Advisors’ Rob Edwards coauthored this article, which summarizes the special treatment of ESOPs, explains how leveraged ESOPs work and discusses key ESOP valuation concepts that apply to ESOP transactions.
The document contains questions and answers related to intercompany transfers of services and noncurrent assets between affiliated companies. It addresses topics such as when profits from intercompany sales are considered realized, the accounting treatment for upstream and downstream sales, and how unrealized profits are eliminated in consolidated financial statements. The document provides guidance on preparing eliminating entries and calculating income allocated to noncontrolling interests.
Trust fund taxes are unique, especially in that the IRS has the ability to personally assess responsible individuals for their collection. In addition to the civil issues, criminal exposure exists for the same conduct.
This document discusses the hazards of unpaid payroll taxes. It begins with an overview of trust fund taxes, which are taxes employers withhold from employee paychecks for income tax and Social Security/Medicare. It notes that failure to remit these taxes can result in penalties against responsible individuals and potential criminal prosecution. It then covers topics like the trust fund recovery penalty assessed against those responsible, definitions of responsible persons and willfulness, appealing penalties, and resolving tax liabilities. It concludes with two case examples of potential trust fund penalty situations.
This information sheet provides general information for employees of companies in receivership. Employees should also read ASIC’s information sheet INFO 54 Receivership: a guide for creditors. For more info, visit: http://www.svpartners.com.au
The document discusses IRS collection procedures for different types of business entities that owe payroll tax debt. It explains that sole proprietors and general partners are generally personally liable for a business's unpaid payroll taxes. Corporations provide liability protection unless assets are comingled or officers willfully fail to pay taxes. LLC members have liability protection except for unpaid payroll taxes. The document also discusses trust fund recovery penalties under Code Section 6672 and potential resolution options for taxpayers with payroll tax debt.
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.
Exit planning and succession planning in a Washington limited liability compa...Beresford Booth PLLC
Exit planning and succession planning in LLCs.
By: David C. Tingstad
Beresford Booth, PLLC
145 Third Avenue South, Suite 200
Edmonds, Washington 98020
(425) 776-4100
DavidT@beresfordlaw.com
Prepared by CA Sandesh Mundra - An exhaustive presentation on Consolidation of Accounts covering the Standards - AS 21, AS23 and AS 27 with indepth analysis of the finer aspects involved.
This document provides an overview of tax accounting methods and concepts. It discusses the cash method of accounting, which recognizes income when cash is received and expenses when paid. The document provides examples of constructive receipt, where a taxpayer has income even if not yet received in cash. It also briefly mentions the accrual method and hybrid accounting methods. The document appears to be an introductory chapter on tax accounting from a textbook.
The document discusses the legal issues surrounding corporate liquidation. It provides an overview of the different reasons a company may enter liquidation, either voluntarily through shareholder or director resolution, or involuntarily through a court order obtained by creditors. It also outlines the roles and responsibilities of directors, shareholders, secured and unsecured creditors during the liquidation process. Key points covered include tests for insolvency, director liability for insolvent trading, and the order of creditor payment during liquidation. The document is relevant as it analyzes the legal implications of the liquidation of Best Dressed Homes Ltd.
This document discusses limited liability companies (LLCs) in Florida. It describes how LLCs are formed by filing articles of organization with the state. LLCs provide flexibility in how profits/losses are allocated and how the business is managed. Members are generally not liable for the debts of the LLC. The tax treatment of LLCs depends on the number of members, with single-member LLCs being disregarded entities and multi-member LLCs being taxed as partnerships. The document compares LLCs to S-corporations.
This document summarizes key differences between profit sharing plans and employee stock ownership plans (ESOPs) as alternative employee ownership structures. It notes that both are defined contribution retirement plans governed by ERISA and the tax code. While profit sharing plans can invest in employer securities, ESOPs are designed primarily for this purpose. The document outlines several favorable tax treatments that ESOPs receive over profit sharing plans, such as more flexible contribution deductions and the ability to deduct dividends paid on employer shares. It also discusses differences in prohibited transaction rules and ability to defer capital gains.
The document summarizes executive compensation restrictions under the CARES Act for companies that receive federal loans or loan guarantees. It outlines thresholds for limiting compensation to executives making over $425,000 in 2019. It also discusses potential challenges in retaining executive talent within these restrictions and explores whether deferred compensation could provide a solution. The document concludes by advising clients to consult experts while more regulatory guidance on the restrictions is developed.
Rethinking Executive Compensation While Awaiting Section 162(m) GuidanceFulcrum Partners LLC
This whitepaper report has been prepared by: Bruce Brownell, CFP, Founder and Managing Director Fulcrum Partners; G. Scott Cahill, CLU, Founder and Managing Director Fulcrum Partners; Joan Vines, Managing Director, National Tax - Compensation and Benefits, BDO; Carl Toppin, Managing Director Compensation and Benefits, BDO; Andrew Gibson, Regional Managing Partner - Tax Services BDO; and Peter Klinger, Partner, Compensation & Benefits, BDO.
Related Party Transactions-Detailed AnalysisKrishan Singla
It deals with detailed analysis of related party transactions under Companies Act, 2013 and Clause 49 of Listing Agreements and Accounting Standard 18. You please also comment upon it as you wish for guidance of all.
This document discusses accounting for legal reorganizations and liquidations under bankruptcy. It covers key aspects of bankruptcy law, including the goals of fair distribution of assets and discharge of debt. It describes the differences between voluntary and involuntary bankruptcy, as well as the processes for liquidation under Chapter 7 and reorganization under Chapter 11. It also addresses financial reporting requirements during and after bankruptcy proceedings, including the option for fresh start accounting when certain conditions are met.
The document discusses several questions or cases related to consolidation of financial statements under IAS 27. It addresses questions about whether consolidated financial statements are required when subsidiaries are sold during the year or when a parent company has over 100 subsidiaries. It also discusses cases involving joint control of subsidiaries, situations where a parent owns over 50% voting power but does not intend to control the subsidiary, indirect ownership of a subsidiary, and how to treat intermediary subsidiaries that each own a portion of another subsidiary. Additional topics covered include goodwill calculation when control restrictions are later removed, whether consolidation is required if a company is fully funded but does not own equity, and definitions related to consolidated financial statements.
This document discusses several important management decisions and how tax planning relates to each. It explains that the choice between debt and equity financing impacts corporate tax liability. When deciding whether to make or buy a product, tax benefits of depreciation and interest deductions should be considered. For the decision to own or lease an asset, tax implications like withholding taxes and deductions for lease rentals or depreciation must be weighed. Capital gains tax rates being lower than normal income tax also influences investment decisions. Tax losses can be utilized through amalgamation of companies if the conditions specified in tax laws are met.
To understand various issues and concerns faced by the entrepreneurs/top management on the key aspects of Related party transactions and to support them in implementing better governance in organizations.
Published Spring 2011 in Boston Bar Association’s Business Law Section Newsletter
SES Advisors’ Rob Edwards coauthored this article, which summarizes the special treatment of ESOPs, explains how leveraged ESOPs work and discusses key ESOP valuation concepts that apply to ESOP transactions.
The document contains questions and answers related to intercompany transfers of services and noncurrent assets between affiliated companies. It addresses topics such as when profits from intercompany sales are considered realized, the accounting treatment for upstream and downstream sales, and how unrealized profits are eliminated in consolidated financial statements. The document provides guidance on preparing eliminating entries and calculating income allocated to noncontrolling interests.
Trust fund taxes are unique, especially in that the IRS has the ability to personally assess responsible individuals for their collection. In addition to the civil issues, criminal exposure exists for the same conduct.
This document discusses the hazards of unpaid payroll taxes. It begins with an overview of trust fund taxes, which are taxes employers withhold from employee paychecks for income tax and Social Security/Medicare. It notes that failure to remit these taxes can result in penalties against responsible individuals and potential criminal prosecution. It then covers topics like the trust fund recovery penalty assessed against those responsible, definitions of responsible persons and willfulness, appealing penalties, and resolving tax liabilities. It concludes with two case examples of potential trust fund penalty situations.
This information sheet provides general information for employees of companies in receivership. Employees should also read ASIC’s information sheet INFO 54 Receivership: a guide for creditors. For more info, visit: http://www.svpartners.com.au
This document discusses employment taxes and the trust fund recovery penalty (TFRP). It begins by explaining trust fund taxes, which are taxes that employers are required to withhold from employee wages, such as income taxes and the employee portion of Social Security and Medicare taxes. These withheld taxes are considered funds held in trust for the government. The TFRP is a penalty that can be assessed against individuals within an employer's organization who are responsible for ensuring these trust fund taxes are paid over to the IRS but willfully fail to do so. The document outlines the key elements the IRS examines to determine if someone is liable for the TFRP, such as if they had sufficient control over the employer's financial decisions. It also discusses
This document provides guidance on Mauritius' Pay As You Earn (PAYE) tax withholding system. It discusses:
1. Key aspects of the PAYE system including who must register as an employer, what constitutes emoluments subject to withholding, and how tax is calculated and remitted.
2. Requirements for employers to register with the tax authority and notify changes. Failure to do so can result in penalties.
3. What qualifies as emoluments including various types of compensation, commissions, tips, fringe benefits and pensions. Most are subject to PAYE with some exceptions.
4. Who qualifies as an employee for PAYE purposes and requirements for employees to
A lecture summarising the law of De facto/Shadow Directorship and interface with legislation on Disqualification of Directors. The lecture covers the position of law in the United Kingdom and Nigeria.
This document discusses the differences between classifying workers as employees versus independent contractors. Classifying workers incorrectly can result in IRS penalties and fines. The IRS uses several factors to determine proper classification, focusing on behavioral control, financial control, and the relationship between the parties. Intentionally misclassifying workers as independent contractors when they are really employees carries greater risks of penalties than unintentional misclassification. It is safest to classify ambiguous workers as employees or seek professional advice.
The corporate veil separates a company's legal personality from its shareholders, normally protecting shareholders from liability. However, courts may lift the veil in certain circumstances, such as to prevent fraud, protect public interest, or ensure compliance with legal obligations. Some key reasons for lifting the veil include fraud, tax evasion, improper conduct, avoidance of legal obligations, and circumventing welfare legislation. Lifting the veil allows courts to identify individuals behind a company's actions and hold them accountable.
If a company is in financial difficulty, its shareholde
rs, creditors or the court can put the company into
liquidation.
This information sheet provides general informa
tion for employees of companies in liquidation.
Employees should also read ASIC information sheet INFO 45. for more info, visit: http://www.svpartners.com.au/uploads/197.pdf
This document exposes 10 myths about checkbook IRAs that promoters don't want investors to know. It summarizes that checkbook IRAs are not IRS approved and give the IRA owner direct access to funds, increasing the risk of prohibited transactions. If a prohibited transaction occurs, the IRA owner's entire account could be distributed, taxed, and penalized. The document cautions that checkbook IRA promoters provide little oversight or legal protection, and using a checkbook IRA may cost more than a traditional self-directed IRA while exposing retirement funds to additional taxes and risks. It encourages investors to carefully research checkbook IRA promoters and structures before investing.
Read about the various tax resolution options available for individual and businesses. One or many of the options are usable depending on the tax issues involved.
The document discusses the US "check-the-box" system of classifying foreign entities and issues that have arisen. It allows companies to choose whether foreign entities are treated as corporations or partnerships for tax purposes. This has led companies to create hybrid entities that take advantage of inconsistent tax treatment between countries to reduce taxes. Reforms have been proposed but not enacted to address problems like profit shifting through interest deductions on loans between related disregarded entities. The system has increased tax planning complexity rather than simplifying taxation as originally intended.
Ayar law-Delinquent business tax collections MICPAVenar Ayar
Case Study of what the IRS will do and how they will collect your tax dollars owed. When the worst happens call Ayar Law. Don't face your tax problems alone we will help.
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
This document discusses various offshore structures and tax reporting considerations for US persons with foreign assets. It notes that while having foreign accounts is legal, evading taxes is not. It describes "disregarded entities" and forms like 8832 that can elect to treat foreign entities as disregarded for tax purposes. However, it suggests that alternative structures providing more privacy and tax benefits than disregarded entities exist, though consulting is needed to understand the appropriate strategy.
At the State Bar of Michigan's Upper Michigan Legal Institute 2014, attorney Marlaine Teahan spoke on various Probate and Estate Planning updates, including durable powers of attorney and the importance of including digital assets in estate planning.
Advanced Markets Insight: Nonqualified Deferred Compensation—Demystifying the...M Financial Group
A nonqualified plan can help an employer accomplish its objective of recruiting, retaining, and rewarding key employees through income tax-deferred compensation. A phantom stock plan is a popular and effective nonqualified deferred compensation plan used by employers to share value with selected key employees without relinquishing business control and decision-making powers. As a result, the employee has the ability to share in the success of the company without capital investment or shareholder liability.
This document summarizes the top 10 employment law mistakes made by businesses. It discusses issues like misclassifying employees, not providing meal and rest breaks, not reimbursing expenses, and having unenforceable non-compete agreements. It also mentions a proposed bill that would make it harder for employers to classify workers as independent contractors rather than employees if they fail to properly document the classification. Employers are advised to hire HR professionals knowledgeable about California employment law to avoid costly lawsuits.
IFRS 3 establishes principles for accounting for business combinations. It requires assets acquired and liabilities assumed to be measured at fair value and non-controlling interests to be measured either at fair value or proportionate share of net assets. Goodwill is calculated as the excess of consideration transferred over the fair value of net assets acquired. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interests, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 provides additional guidance for specific transactions such as business combinations achieved in stages and accounting for acquisition costs.
IFRS 3 establishes principles for accounting for business combinations. It requires acquirers to recognize identifiable assets acquired, liabilities assumed and any non-controlling interest at fair value. Goodwill is recognized as the excess of consideration transferred over the fair value of identifiable net assets. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interest, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 also provides guidance on specific transactions like business combinations achieved in stages and accounting for acquisition costs.
Similar to IRC 6672 - Personal Liability for Trust Taxes (20)
[To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
This PowerPoint compilation offers a comprehensive overview of 20 leading innovation management frameworks and methodologies, selected for their broad applicability across various industries and organizational contexts. These frameworks are valuable resources for a wide range of users, including business professionals, educators, and consultants.
Each framework is presented with visually engaging diagrams and templates, ensuring the content is both informative and appealing. While this compilation is thorough, please note that the slides are intended as supplementary resources and may not be sufficient for standalone instructional purposes.
This compilation is ideal for anyone looking to enhance their understanding of innovation management and drive meaningful change within their organization. Whether you aim to improve product development processes, enhance customer experiences, or drive digital transformation, these frameworks offer valuable insights and tools to help you achieve your goals.
INCLUDED FRAMEWORKS/MODELS:
1. Stanford’s Design Thinking
2. IDEO’s Human-Centered Design
3. Strategyzer’s Business Model Innovation
4. Lean Startup Methodology
5. Agile Innovation Framework
6. Doblin’s Ten Types of Innovation
7. McKinsey’s Three Horizons of Growth
8. Customer Journey Map
9. Christensen’s Disruptive Innovation Theory
10. Blue Ocean Strategy
11. Strategyn’s Jobs-To-Be-Done (JTBD) Framework with Job Map
12. Design Sprint Framework
13. The Double Diamond
14. Lean Six Sigma DMAIC
15. TRIZ Problem-Solving Framework
16. Edward de Bono’s Six Thinking Hats
17. Stage-Gate Model
18. Toyota’s Six Steps of Kaizen
19. Microsoft’s Digital Transformation Framework
20. Design for Six Sigma (DFSS)
To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations
Profiles of Iconic Fashion Personalities.pdfTTop Threads
The fashion industry is dynamic and ever-changing, continuously sculpted by trailblazing visionaries who challenge norms and redefine beauty. This document delves into the profiles of some of the most iconic fashion personalities whose impact has left a lasting impression on the industry. From timeless designers to modern-day influencers, each individual has uniquely woven their thread into the rich fabric of fashion history, contributing to its ongoing evolution.
Unveiling the Dynamic Personalities, Key Dates, and Horoscope Insights: Gemin...my Pandit
Explore the fascinating world of the Gemini Zodiac Sign. Discover the unique personality traits, key dates, and horoscope insights of Gemini individuals. Learn how their sociable, communicative nature and boundless curiosity make them the dynamic explorers of the zodiac. Dive into the duality of the Gemini sign and understand their intellectual and adventurous spirit.
IMPACT Silver is a pure silver zinc producer with over $260 million in revenue since 2008 and a large 100% owned 210km Mexico land package - 2024 catalysts includes new 14% grade zinc Plomosas mine and 20,000m of fully funded exploration drilling.
The Steadfast and Reliable Bull: Taurus Zodiac Signmy Pandit
Explore the steadfast and reliable nature of the Taurus Zodiac Sign. Discover the personality traits, key dates, and horoscope insights that define the determined and practical Taurus, and learn how their grounded nature makes them the anchor of the zodiac.
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
Best Competitive Marble Pricing in Dubai - ☎ 9928909666Stone Art Hub
Stone Art Hub offers the best competitive Marble Pricing in Dubai, ensuring affordability without compromising quality. With a wide range of exquisite marble options to choose from, you can enhance your spaces with elegance and sophistication. For inquiries or orders, contact us at ☎ 9928909666. Experience luxury at unbeatable prices.
Storytelling is an incredibly valuable tool to share data and information. To get the most impact from stories there are a number of key ingredients. These are based on science and human nature. Using these elements in a story you can deliver information impactfully, ensure action and drive change.
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Starting a business is like embarking on an unpredictable adventure. It’s a journey filled with highs and lows, victories and defeats. But what if I told you that those setbacks and failures could be the very stepping stones that lead you to fortune? Let’s explore how resilience, adaptability, and strategic thinking can transform adversity into opportunity.
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
https://rb.gy/usj1a2
The APCO Geopolitical Radar - Q3 2024 The Global Operating Environment for Bu...APCO
The Radar reflects input from APCO’s teams located around the world. It distils a host of interconnected events and trends into insights to inform operational and strategic decisions. Issues covered in this edition include:
Digital Marketing with a Focus on Sustainabilitysssourabhsharma
Digital Marketing best practices including influencer marketing, content creators, and omnichannel marketing for Sustainable Brands at the Sustainable Cosmetics Summit 2024 in New York
2. What mechanisms do the IRS, EDD, or
BOE have to pierce the veil of limited
liability and hold individual(s) personally
liable for trust taxes?
Introduction
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4. IRS PAYROLL TAXES
Any person required to collect, truthfully account
for, and pay over any tax imposed by this title who
willfully fails to collect such tax, or truthfully
account for and pay over such tax, or willfully
attempts in any manner to evade or defeat any
such tax or the payment thereof, shall, in addition
to other penalties provided by law, be liable to a
penalty equal to the total amount of the tax
evaded, or not collected, or not accounted for and
paid over. No penalty shall be imposed under
section 6653 or part II of subchapter A of chapter
68 for any offense to which this section is
applicable.
IRC §6672(a)
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5. Calculating TFRP
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The amount of the TFRP is equal to the unpaid
balance of:
1. Unpaid income taxes withheld, plus
2. The employee's portion of the withheld FICA
taxes.
6. When Do Problems Arise?
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Financial difficulties
Unsophisticated
Embezzlement
8. TFRP “Responsibility”
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Responsibility is a factual question, and title is not
controlling
Does the individual(s) have the authority/ability to
decide which creditors to pay and when such
payments should occur?
Indications of responsibility:
Authority to sign checks,
Control financial affairs of business,
Being an officer or an employee of a corporation, a member or
employee of a partnership, a corporate director or
shareholder, etc.
Authority listed in by-laws or management agreement,
Ability to hire and fire employees,
Signs 941’s,
Makes EFTPs payments.
9. TFRP “Willfulness”
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A person willfully fails to pay over taxes if he
acts or fails to act consciously and
voluntarily, knowing or intending that as a
result of his action or inaction trust funds
belonging to the government will not be
paid, but instead will be used for other
purposes.
Criminal “Willfulness” – a voluntary, intentional
violation of a known legal duty
TFRP “Willfulness” – voluntary, conscious, and
intentional – as opposed to accidental – decision
not to remit funds properly withheld to the
10. McLaughlin Legal
Stated otherwise, willfulness is:
1. Responsible person was aware of unpaid payroll
taxes, possessed power to pay them, but
directed payments to other creditor(s), OR
2. Actions were grossly negligent or reckless
disregard of fact that taxes were due and not
being paid.
What is “gross negligence?”
11. How does the IRS go about a §6672
assessment?
Procedures in Assessment
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12. McLaughlin Legal
Federal Tax Deposit Alert
Assigned to Revenue Officer
1. Compliance
2. TFRP Investigation
Summons bank signature cards
4180 interview
4183 Recommendation1153(DO) Letter
AppealRefund
Appeals Conference
Refund
1 Employee, 1Quarter ($100)
Form 843
Judicial Appeal
(6 mon. or Notice of Disallowance)
U.S. District Court
Court of Federal Claims
Bankruptcy Court
Collections
1. OIC DATL
2. CDP
20. What do practitioners need to know and
gather?
Gathering Facts and
Information
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21. What to Know and Gather
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Contact information of all IRS personnel involved
All Form 941 for periods at issue
Corporate minute book, by-laws, management
agreement, articles of incorporation, etc.
Copy of bank signature card
Accounting of EFTPs payments
List of employees during period of issue and
payroll reports
List of all officers, directors, employees, etc. of
entity
22. What strategies can be used to defend
against a TFRP case?
Defending the TFRP
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23. TFRP Defense Techniques
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1. Lack of Knowledge
Generally not a defense to responsibility, but may be to
willfulness
2. Individual(s) do not have duty, status or authority
Check signing authority – important, but not necessarily
predicate
Compare authority to participate in company’s affairs and
authority to control payment of creditors (Vinickv. U.S.)
3. Nuremburg Defense – just following orders
Do the indvidual(s) exercise independent decision making
authority about which creditors get paid?
Designed to relieve clerical and similar personnel
What if they continue to work at the company after
discovering non-payment and confronting management?
24. TFRP Defense Techniques
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4. Timing
5. Establish negligence
Willfulness requires actual, gross negligence, or reckless disregard
6. “Reasonable Cause” – justification
10th, 5th, 3rd, 2nd, Federal Court of Claims
1st, 7th, 8th, 9th
7. Ability (inability) to pay by company or target individual(s)
Were there funds available?
Were they encumbered?
Newly responsible person?
IRM § 5.7.5.1 et seq.
8. Full pay
9. Pay down Trust Fund portion
IRM §5.7.4.4(2)
25. TFRP Defense Techniques
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10. In-Business Installment Agreement
11. Control investigation
Prepare own 4180
12. Point Fingers
Responsibility
Willfulness
Likelihood of collections
13. Statute of Limitations
26. EDD PAYROLL TAXES
Any officer, major stockholder, or other person, having charge of the
affairs of a corporate, association, registered limited liability
partnership or foreign limited liability partnership, or limited liability
company employing unit, who willfully fails to pay contributions
required by this division or withholdings required by Division 6
(commencing with Section 13000) on the date on which they
become delinquent, shall be personally liable for the amount of the
contributions, withholdings, penalties, and interest due and unpaid
by such employing unit. The director may assess such
officer, stockholder, or other person for the amount of such
contributions, withholdings, penalties, and interest. The provisions
of Article 8 (commencing with Section 1126) and Article 9
(commencing with Section 1176) of Chapter 4 of Part 1 apply to
assessments made pursuant to this section. Sections
1221, 1222, 1223, and 1224 shall apply to assessments made
pursuant to this section. With respect to such officer, stockholder, or
other person, the director shall have all the collection remedies set
forth in this chapter.
California Unemployment Insurance Code Section 1735
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27. EDD Payroll Taxes
Similarities to IRS TFRP
Elements – responsibility and willfulness
Differences with IRS TFRP
IRS – personal assessment limited to employee’s
portion (roughly 60%)
EDD – personal assessment for entire corporate
employer’s burden
Unemployment Insurance
Disability insurance
Employment training tax
Personal income tax withheld
Penalties (additional 10% under CUIC §1135)
Interest
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28. BOE SALES TAXES
(a) Upon the termination, dissolution, or abandonment of the business of a
corporation, partnership, limited partnership, limited liability partnership, or limited liability
company, any officer, member, manager, partner, or other person having control or supervision
of, or who is charged with the responsibility for the filing of returns or the payment of tax, or who
is under a duty to act for the corporation, partnership, limited partnership, limited liability
partnership, or limited liability company in complying with any requirement of this
part, shall, notwithstanding any provision in the Corporations Code to the contrary, be personally
liable for any unpaid taxes and interest and penalties on those taxes, if the
officer, member, manager, partner, or other person willfully fails to pay or to cause to be paid any
taxes due from the corporation, partnership, limited partnership, limited liability partnership, or
limited liability company pursuant to this part.
(b) The officer, member, manager, partner, or other person shall be liable only for taxes
that became due during the period he or she had the control, supervision, responsibility, or duty to
act for the corporation, partnership, limited partnership, limited liability partnership, or limited
liability company described in subdivision (a), plus interest and penalties on those taxes.
(c) Personal liability may be imposed pursuant to this section, only if the board can
establish that the corporation, partnership, limited partnership, limited liability partnership, or
limited liability company had included tax reimbursement in the selling price of, or added tax
reimbursement to the selling price of, tangible personal property sold in the conduct of its
business, or when it can be established that the corporation, partnership, limited
partnership, limited liability partnership, or limited liability company consumed tangible personal
property and failed to pay the tax to the seller or has included use tax on the billing and collected
the use tax or has issued a receipt for the use tax and failed to report and pay use tax.
California Revenue and Taxation Code §6829
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29. BOE Sales Taxes Continued
(d) For purposes of this section "willfully fails to pay or to cause to be paid"
means that the failure was the result of an intentional, conscious, and voluntary
course of action.
(e) Except as provided in subdivision (f), the sum due for the liability under this
section may be collected by determination and collection in the manner provided in
Chapter 5 (commencing with Section 6451) and Chapter 6 (commencing with
Section 6701).
(f) A notice of deficiency determination under this section shall be mailed
within three years after the last day of the calendar month following the quarterly
period in which the board obtains actual knowledge, through its audit or compliance
activities, or by written communication by the business or its representative, of the
termination, dissolution, or abandonment of the business of the
corporation, partnership, limited partnership, limited liability partnership, or limited
liability company, or, within eight years after the last day of the calendar month
following the quarterly period in which the corporation, partnership, limited
partnership, limited liability partnership, or limited liability company business was
terminated, dissolved, or abandoned, whichever period expires earlier. If a business
or its representative files a notice of termination, dissolution, or abandonment of its
business with a state or local agency other than the board, this filing shall not
constitute actual knowledge by the board under this section.
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Editor's Notes
Opening: discuss story, i.e., who has heard this story before …
Gross negligence is when fails to investigate or to correct mismanagement after having notice.
Lack of funds only if after-acquired funds encumbered or limitedTiming critical point is when liability rosePay down trust fund portion
1st, 5th, 8th Cir. have precedent that not quitting = TFRP
Timing – Teel v. US: knew had been arrearages, sold more merchndise to supply necessary wilfulnessAbility to pay – Slodovv. US: unencumbered funds may limit exposure, but precedent significantly erroded
terminated, dissolved, or abandoned,Control/responsibilityTiming (actually in control)WillfulTaxes collected