A presentation from the Equine Business Conference presented by Michigan State University, University of Minnesota, University of Nebraska, and Iowa State University, and partly funded by the North Central Regional Center for Rural Development. Presenter: Michelle Greenlee, Farm Financial Consultant.

1. February 25, 2012
Lincoln, NE

2. Business Structures

3. Choices of Entities
• Sole Proprietor
• Partnership
• LLC / LLP
• S - Corporation
• C - Corporation

4. Choosing The Right Entity
• Sole Proprietor
 Files a Schedule F (On your Individual Tax Return)
• Partnership
• LLC / LLP
• S - Corporation
• C - Corporation

5. Sole Proprietorship
Pros
• Most Common Entity
• Easy to Form, Easy to Quit
• Easiest Record Keeping Requirement

6. Sole Proprietorship
Cons
• Single Member Entity
• No Liability Protection
• Pays SE on All Income

7. Choosing The Right Entity
• Sole Proprietor
• Partnership
 Historically the most common entity for multiple members
 Files a 1065 Form (Separate Tax Return)
• LLC/LLP
• S-Corporation
• C-Corporation

8. Partnership
Pros
• Easy to Form, Easy to Quit
• Simple Way to Split Income and Expenses
• Easier Record Keeping (No Payroll), BUT The Books
Must Balance.

9. Partnership
Cons
• No Liability Protection for General Partners
• Pays SE on All Income
• Can Not Provide Tax Free Benefits to Partners

10. Choosing The Right Entity
• Sole Proprietor
• Partnership
• LLC/LLP
 Considered a disregarded entity by the IRS
 Can Elect to be taxed as a partnership or corporation
 No tax benefit to electing a corp status over just being a
corp.
• S-Corporation
• C-Corporation

11. Limited Liability Company (LLC)
Pros
• Some Liability Protection for All Partners
• Easy to Form
• Almost All Benefits of a Partnership

12. Limited Liability Company (LLC)
Cons
• Pays SE on All Income
• Can Not Provide Tax Free Benefits to Partners
• Considered “1 Person” for FSA Payments

13. Choosing The Right Entity
• Sole Proprietor
• Partnership
• LLC/LLP
• S-Corporation
 Files separate tax return on form 1120-S
 Separate entity, income flows through the corp tax return
to the personal return.
• C-Corporation

14. S - Corporation
Pros
• Provides “Corporate Veil” to Protect Liability.
• Can Bifurcate Income to Limit SE Taxes
 Pay yourself rent for land, buildings, machinery held personally
 Pay yourself a wage (mandatory)
• All Income Flows Through Shareholders to Limit
Retained Earnings

15. S- Corporation
Cons
• Entity Debt > Basis Limits Deductions
• Tax Liability Due at Dissolution
• Benefits Not Allowed for Employee Owners
of > 2%

16. Choosing The Right Entity
• Sole Proprietor
• Partnership
• LLC/LLP
• S-Corporation
• C-Corporation
• Files Separate Tax Return on form 1120
• Pays tax on the income

17. Corporation
Pros
• Provides “Corporate Veil” to Protect Liability.
• Owners Receive Benefits
• SE Tax Limited to Wage
• Extra 15% Tax Bracket

18. Corporation
Cons
• Retained Earnings Double Taxed on Liquidation
• Cash Doesn’t Easily Flow Between Individual and
Corp
• Record Keeping Work Increases.

19. Why Would You Change?
• Tax Reasons
• Cooperative Farming
• Generational Transfers
• Estate Planning
• Legal Protection

20. Why Would You Change?
• Tax Reasons
 Mainly Saving SE Taxes
 S & C Corps: Pay yourself a reasonable wage(mandatory)
 Pay SE tax only on the wage.
 Pay yourself rent on land, building, and machinery held personally
 No SE tax on rent
 Some Income Tax Savings C-Corp
 2012 pay capital gains tax on dividends
 Tax free benefits

21. Why Would You Change?
• Tax Reasons
• Cooperative Farming (Shared resources/operation)
 Share Operation
 Share Equipment
 Share Land
• Generational Transfers
• Estate Planning
• Legal Protection

22. Why Would You Change?
• Tax Reasons
• Cooperative Farming (Shared resources/operation)
• Generational Transfers
 Isolate Operational Unit
 Share Equipment
 Gift/Purchase Shares over Time
• Estate Planning
• Legal Protection

23. Why Would You Change?
• Tax Reasons
• Cooperative Farming (Shared resources/operation)
• Generational Transfers
• Estate Planning
 Minority Discounts
 Gift/Purchase in Partial Amounts
• Legal Protection

24. Why Would You Change?
• Tax Reasons
• Cooperative Farming (Shared resources/operation)
• Generational Transfers
• Estate Planning
• Legal Protection
 Insurance is no longer sufficient
 Operation is more at risk

25. When To Change?
• For Income Taxes?
 Net Farm Income is consistently $100,000 for MFJ
• A change to the business
 A child returning to the farm
 A new entity or enterprise added

26. When’s To Change?
• Liability issues change
 Livestock operations
 Net worth is at a point where insurance is not sufficient.
• Reaching Net Worth levels that need an estate plan.
 Individuals with net worth’s over $5 million ($10 million if
married)
For 2012 only (Returns to $1 million each in 2013)

27. Potential Pitfalls - S-Corp
• Possible legislation to make all earnings from an S-
Corp subject to Self-Employment Taxes
 Negates almost all benefits to S-Corp status.
• Regardless of action taken by Congress to change
this, the issue of “Reasonable Wage” has been a
HOT audit area.
 MUST be paying at least some wage!
• Must have basis to take money out of the
corporation.
 Problem if the corporation is not profitable.

28. Pitfalls - C-Corp
• Double Taxation:
 Earnings from C-Corp belong to the corp
 Only way to have access personally is through dividends
(ordinary income after 2012) or wages (subject to
employment taxes)
 Dissolution of entity is expensive with corp paying tax on
sale of assets and double taxation.
 Potential tax penalty if retained earnings become “too
high” inside the corp.
Not to hard in agriculture to explain that we are saving
for investment

29. Tax Drawbacks to Entities
• Loss of Step-Up in Basis
 Machinery contributed to a corporation goes in at your
basis (No tax consequences)
 Machinery in a corporation does not receive a step-up in
basis at the time of death, the stock owned receives the
step-up.

30. Nebraska Farm Business, Inc
3815 Touzalin Ave
Suite 105
Lincoln, NE 68507-1600
(402) 464-NFBI
info@nfbi.net
www.nfbi.net