Having been an “early adopter” of the series LLC, we wanted to share some insights into where it is appropriate and (more to the point) inappropriate to use series organizations.
Our view is that the series company is a potentially complicated solution in search of a need that rarely exists.
Despite the apparent attractiveness of series organizations, on balance, there are usually more reasons to avoid them rather than to use them. This presentation will demonstrate a few.
This is my chapter 3 for the Illinois Institute on Continuing Legal Education's LLC's and S Corporations text. It describes in detail the process for organizing an Illinois limited liability company, compares tax, liability, and control in LLC's to other entities, and provides information on tax and other elections available for new LLC's.
Selecting a new business entity type used to be straightforward — the corporation or the LLC.
However, in today’s fast-changing business market states are authorizing new statutory entity types to meet specific needs of business owners. That’s great, because the more choices available, the better your chances of finding a good fit for business owners’ and investors’ needs. But now you have more entity types to consider. How do you choose?
In this in-depth seminar, you’ll get acquainted with new entity types that are gaining in popularity and ascertain the key considerations when researching what entity type is best for your organization or client.
Having been an “early adopter” of the series LLC, we wanted to share some insights into where it is appropriate and (more to the point) inappropriate to use series organizations.
Our view is that the series company is a potentially complicated solution in search of a need that rarely exists.
Despite the apparent attractiveness of series organizations, on balance, there are usually more reasons to avoid them rather than to use them. This presentation will demonstrate a few.
This is my chapter 3 for the Illinois Institute on Continuing Legal Education's LLC's and S Corporations text. It describes in detail the process for organizing an Illinois limited liability company, compares tax, liability, and control in LLC's to other entities, and provides information on tax and other elections available for new LLC's.
Selecting a new business entity type used to be straightforward — the corporation or the LLC.
However, in today’s fast-changing business market states are authorizing new statutory entity types to meet specific needs of business owners. That’s great, because the more choices available, the better your chances of finding a good fit for business owners’ and investors’ needs. But now you have more entity types to consider. How do you choose?
In this in-depth seminar, you’ll get acquainted with new entity types that are gaining in popularity and ascertain the key considerations when researching what entity type is best for your organization or client.
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.
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.
27C H A P T E R2THE FINANCIAL ENVIRONMENTLearning .docxvickeryr87
27
C H A P T E R
2THE FINANCIAL ENVIRONMENT
Learning Objectives
After studying this chapter, readers will be able to
• Describe the alternative forms of business organization and ownership.
• Explain why taxes are important to healthcare finance.
• Briefly describe the third-party-payer system.
• Explain the different types of payment methods used by payers.
• Describe the incentives created by the different payment methods and
their impact on provider risk.
• Explain the importance and types of medical coding.
• Briefly describe the purpose and key features of healthcare reform.
Introduction
Fortunately, most of the basic concepts of healthcare finance are independent of
the specific industry (for example, hospital versus long-term care versus medi-
cal practice) and organizational setting. However, some aspects of healthcare
finance are influenced by industry setting, while the unique ownership structure
of healthcare providers influences specific applications of finance concepts. In
this chapter, some background material is presented that creates the context in
which finance is practiced in health services organizations.
The fact that many healthcare businesses are organized as not-for-
profit corporations has a significant impact on the practice of finance. Thus,
the chapter begins with a discussion of alternative forms of business organiza-
tion and ownership. Because ownership affects taxes, tax laws also are briefly
introduced. The chapter continues with a discussion of third-party payers, the
reimbursement methods that they use, and the implications of alternative re-
imbursement methods for provider behavior. The final sections cover medical
coding and healthcare reform.
Alternative Forms of Business Organization
Throughout this book, the focus is on business finance—that is, the practice of
accounting and financial management within business organizations. There are
three primary forms of business organization: proprietorship, partnership, and
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Account: ns019078.main.eds
H e a l t h c a r e F i n a n c e28
corporation. In addition, there are several hybrid forms. Because most health
services managers work for corporations and because not-for-profit businesses
are organized as corporations, this form of organization is emphasized. How-
ever, many individual medical practices are organized as proprietorships, and
partnerships and hybrid forms are common in group practices and joint ven-
tures,.
Our firm provides small business lawyers with focused and thorough service for all of our clients. Accordingly, from the moment you contact our firm, you will deal directly with your attorney.
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C Corporations
C corporation is a business term that is used to distinguish this type of entity from others, as its profits are taxed separately from its owners under subchapter C of the Internal Revenue Code. In an S corporation, the profits are passed on to the shareholders, and are taxed based on personal returns. A regular corporation (also known as a C corporation) is taxed as a separate entity. The corporation must file a Form 1120 each year to report its income and to claim its deductions and credits.
A C corporation can deduct the cost of benefit as a business expense. For example, they can write off the entire costs of health plans established for employees as business expenses. These benefits are tax-free even for those receiving them.
S Corporations
S corporations are corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income at the entity level.
The big benefit of S-corp taxation is that S-corporation shareholders do not have to pay self-employment tax on their share of the business’s profits. For example, Larissa is the sole owner of her S-corporation, an advertising agency. Her revenues from the business are $50,000 per year, and her annual expenses (not counting salary) total $10,000. Therefore, her S-corp’s profit for the year (before subtracting her own salary) is $40,000.
Limited Liability Companies (LLCs)
A limited liability company (LLC) is a corporate structure whereby the members of the company cannot be held personally liable for the company's debts or liabilities. Limited liability companies are essentially hybrid entities that combine the characteristics of a corporation and a partnership or sole proprietorship
Although LLCs have some attractive features, they also have a number of disadvantages, especially in relation to the structure of a corporation. A LLC has to be dissolved upon the death or bankruptcy of a member, unlike a corporation, which can exist in perpetuity. Also, a LLC may not be a suitable option when the objective of the founder is to eventually become a publicly listed company.
LLC members are considered self-employed business owners rather than employees of the LLC so they are not subject to tax withholding. Instead, each LLC member is responsible for setting aside enough money to pay taxes on that member's share of the profits. The members must estimate the amount of tax they'll owe for the year and make quarterly payments to the IRS.
References:
IRS (2017). S Corporations. Retrieved from https://www.irs.gov/businesses/small-businesses-self-employed/s-cor ...
Principles of Insurance Chapter 3 Exercise 1 Name of student Regist.pdfclimatecontrolsv
Principles of Insurance Chapter 3 Exercise 1 Name of student: Registration Number: Question 1:
Partnership form of business is riskier than corporations for owners. Explain. Question 2. What
is double taxation? How companies differ from partnership firms in terms of taxation? Question
3. Why United States introduced "LLP" and "LLC"? Question 4. How did Ernest and Young
manage its risk of unlimited liability? Principles of Insurance Chapter 3 Exercise 1 Name of
student: Registration Number: Question 1: Partnership form of business is riskier than
corporations for owners. Explain. Question 2. What is double taxation? How companies differ
from partnership firms in terms of taxation? Question 3. Why United States introduced "LLP"
and "LLC"? Question 4. How did Ernest and Young manage its risk of unlimited liability?
For many newly hired gradastes in the prefessional services from acsounting to law, a traditionel
carect posl is to becoese a purtacr is the firm. a peomotion that recognizes professional
achievement and eamo bigh compensation. In tecent years. however, the tille of partnet bas come
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advantape that partnerahipe do not limited liakility peotection. As this chapter esplaina, the
dostrine of limoted liability means that busiocss claimants, soch as credelors of the firm of
plaintits suine the firm, seacrally do not have a lepal right to attach to the perional assets of the
eweners of the firm Although the ounen of small corporations fane advene las rules compured to
partnernhipn (aritic ace tbas the en ners of small couperatioas afe -double tascd," hecene
cocporate income is taxes at the cotporate tax rase and then the ewasen pay an additional
pernomal tax os the dividetedn that they receive st compteatsere of the cosporale tusinew foem
Many prolesional serviot firms, inclading Lw firms ascounting firms, medtral prassiocs,
archinestural farmed as partaentipe. Unlike the eveners at cotpo ration, partencrie ane enalle to
peotest their personal the partnenhip ate invufficient to mest ifs daimanty evodk, a daimast can
atach to the periesal avects of the partnes. Moecover, if a slaimast is filies a sisable Lawiuit, a
partacr's issponikiday for damages catends severe harm to a pationt during a surpal prosedure,
the injured patient cas altach to act oely the askets of the doctior who pesformed the uureery, but
aleo the ofber ploxicians in the practices. In the face of increasing fitigation ridk is the United
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Similar to Profiteers of Tax-Exempt Banking - How Credit Unions Became Unions of Discredit (13)
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Profiteers of Tax-Exempt Banking - How Credit Unions Became Unions of Discredit
1. Page 1 of 2
Profiteers of Tax-Exempt Banking
How Credit Unions Became Unions of Discredit
By Carlton Roark
The tax exemption granted to credit unions by Franklin D. Roosevelt in 1934 was part of the
New Deal following the failure of approximately 9,000 banks after the depression. The banking
industry recovered, but what went unnoticed for more than half a century thereafter was the long-
outlived purpose for granting tax-exempt status to credit unions. As a result, the number of credit
unions seeking to profiteer from tax-exempt banking exploded to roughly 9,500 with collective
assets of about two trillion and profits in the tens of billions annually, with many now the size of,
and functioning like, a large bank, but without a similar level of regulatory oversight. The failure
of legislators to strip credit unions of their unjustified tax-exempt status has been a gross
injustice that has caused the rest of society to shoulder more and more of the tax burden.
Credit unions have expended enormous amounts in lobbying to preserve their unfair
advantage profiteering from tax-exempt banking (subsidized ironically by tax-exempt banking)
because they know it’s no longer justified. The absence of any justification lays bare the real
reason that was best articulated in a quote by author Garrison Wynn who said, “All I ever wanted
was an unfair advantage”. When banks raise the issue of unjustified tax-exempt status for credit
unions, credit unions suggest banks convert to a credit union, which is just an invitation to join
credit unions in shifting more of the tax burden to the rest of society. In the world of banking,
credit unions have become the pigs in George Orwell’s Animal Farm who argue, “All animals
are equal, but some animals are more equal than others” when it comes to profiteering from tax-
exempt banking.
Credit unions have become unions of discredit for gaslighting the public into believing
misleading arguments as follows, to support their unfair and unjustified tax-exempt status.
Credit unions argue you have to qualify for membership:
Membership in a credit union is a red herring argument for tax-exempt status because
businesses like Costco and others require memberships but don’t enjoy tax-exempt status. The
qualifications for credit union membership are also a sham. For example, many of the largest
credit unions have what are called community-based membership charters that require you to be
located in the community their branches serve as if all brick-and-mortar businesses don’t already
require that. Other credit unions require a common interest or bond to join, as if customers of
banks and businesses like Lowes, Home Depot, etc., don’t have a common interest or bond. If
you still can’t qualify for membership in a credit union, no problem. Credit unions also have a
backdoor way to qualify you. For example, for many, if not most, credit unions, if you cannot
qualify, but you have someone in your family who does, then you qualify. If that still won’t do
the trick, you can join one of the many obscure nonprofits listed in a credit union’s charter that
will qualify you to join that credit union. In other words, the barriers to becoming a member of a
credit union are no more stringent than the barrier to becoming a member of the Member’s Only
jacket club. If legislators won’t take notice, all other businesses should adopt the criteria used by
credit unions and also seek tax-exempt status.
2. Page 2 of 2
Credit unions argue they’re “not for profit, not for charity, but for service”:
Not for profit? - Although tax-exempt, most credit unions must still file a tax return of their
financial activities with the IRS called a form 990. On that tax return is the deceptive line, “Net
Revenue”, the not-for-profit equivalent to, you guessed it, profit. As ancient Greek playwright,
Sophocles said, “Profit is sweet, even if it comes from deception”. Also listed on a credit union’s
IRS form 990 tax returns are the names and salaries of its most highly compensated employees.
For this reason, IRS 990 tax returns are an unmentionable topic of discussion at credit unions
because if rank and file employees discover what some are being paid, it might embolden them
to unionize or demand a share in the tax-free largess.
Not for charity? - Credit unions are not for charity to others, but for themselves in the form
of their unjustified tax-exempt status that places a greater tax burden on the rest of society.
For service? - Unlike banks, credit unions are not subject to the Community Reinvestment
Act which encourages lending in low to moderate-income communities. The greatest service is
to serve those most in need. But alas, credit unions are exempt from this as well, except for the
few credit unions specially designated to serve low to moderate-income communities.
Credit unions argue they’re owned by their members, not stockholders:
Members in a credit union have what are called shares savings accounts that represent their
ownership share in a credit union. However, because those ownership shares aren’t marketable
securities, the owners aren’t considered, and don't have the same rights as, stockholders, and are
not subject to oversight by the Securities and Exchange Commission, both of whom could
intervene in the event of unlawful conduct by a rogue CEO and Board. Credit unions are
primarily regulated by the National Credit Union Administration, a federal agency that would
likely cease to exist if it discovered widespread unlawful conduct in the credit union industry
sufficient to imperil its tax-exempt status.
Credit unions argue their ability to make business loans unlike a bank, is very limited:
While it’s true the aggregate amount of business loans credit unions are allowed to make is
limited to the lesser of 1.75 times net worth or 12.25% of total assets for that credit union, what
they don’t mention is that credit unions can buy participations in business loans from each other,
which are excluded from the limitation, allowing them to originate and hold a significantly
higher volume of business loans than the formula implies, to be more like, you guessed it, a
bank.