Innovative Tax Planning for Small Businesses: Corporations, Partnerships & LLCs

• Chapter 0 - Overview
  • Course Goals
  • Introduction
  • Conclusion
• Chapter 1 - Corporate Tax Trends
  • Learning Objectives
  • Introduction
  • Planning Strategies Opened Up by Reduced Tax Rates
    • Current Strategies for Closely Held C Corps
    • Favorable Tax Rates for Qualified Dividends and Long-Term Capital Gains Extended through 2010
  • INDOPCO Trends
    • Implications
    • INDOPCO Rulings
    • Other Recent Court Decisions and Developments
    • Conclusions
  • Final Section 263(a) Regulations Settled Many INDOPCO-Related Controversies
    • Amounts That Generally Must Be Capitalized
    • Acquired Intangibles for Which Capitalization Is Required
    • Created Intangibles for Which Capitalization Is Required
    • Other Intangibles Generally Must Be Separate and Distinct Assets for Capitalization to Be Required
    • Certain Transaction Costs Must Be Capitalized
    • Coordination of Section 263(a) Regulations with Rules for Accrual-Method Taxpayers
    • Separate Capitalization Rules for Amounts Paid to Facilitate Acquisitions, Restructurings, Contributions to Capital, Formations of Disregarded Entities, Etc.
    • Take Advantage of Taxpayer-Friendly Regulation Provisions
    • Tax Treatment of Capitalized Amounts
    • Impact of Section 263(a) Regulations on Pre-opening Expenditures Incurred to Internally Start Up a Brand New Business
    • Tax Compliance Drill for Pre-opening Expenditures Incurred to Internally Start Up a Brand New Business
  • Real Estate Development and Capital Gains
    • Capital Gains from Selling Out
  • SE Tax on LLC Members
  • More on Unincorporated Businesses and the SE Tax
    • SE Tax Planning in Community Property States
    • Unincorporated Businesses in Non-community Property States
  • Simplified Tax Compliance for Husband-Wife Partnerships
  • Using S Corporations to Reduce Social Security and Medicare Taxes
  • Evidence of IRS Interest in This Question
  • Conclusions
  • What about C Corporations?
  • Tax-Free Education Assistance for Owner's Employee-Child
    • Qualification Rules
    • Dodging the Ownership Rules
    • Effect on Financial Aid Eligibility
    • Additional Benefits from Other Education Breaks
  • Do Not Let the IRS Jam Accrual Accounting Change Down Clients' Throats
    • Recent (Mostly Favorable) Developments
    • Concrete Is Not "Merchandise"
    • Sand and Gravel Is "Merchandise" (Unless Tax Planning Saves the Day)
    • Two Exceptions Allow Cash Method for All Who Qualify
  • S Versus C Debate in Light of Reduced Individual Tax Rates
    • The Bottom Line
  • Business Tax Changes Included in the Economic Stimulus Act of 2008
    • Section 179 Deduction Gets Jacked Up (Temporarily)
    • First-Year Bonus Depreciation Is Back (Temporarily)
  • Business Tax Changes Included in Mortgage Forgiveness Debt Relief Act of 2007
    • New Limitation on Tax Return Disclosures to Partners, S Corporation Shareholders, and Estate and Trust Beneficiaries
    • Failure to File Partnership Returns Will Be More Costly
    • Failure to File S Corporation Returns Will Be More Costly Too
    • One-Time Corporate Estimated Tax Increase
  • Business Tax Changes Included in 2007 Energy Act
    • FUTA Surcharge Extended Through 2008
    • Longer Amortization Period for Big Oil G&G Costs
  • Business Tax Changes Included in Small Business and Work Opportunity Tax Act of 2007
    • Section 179 Deduction Rules Extended and Made Even Better
    • Taxpayer-Friendly S Corporation Changes
    • Simplified Tax Compliance for Husband-Wife Businesses
    • Work Opportunity Tax Credit (WOTC) Changes
    • Employer Tip Credit Change
    • WOTC and Employer Tip Credit Can Reduce AMT Liabilities
    • Gulf Opportunity Zone Tax Incentive Changes
  • Summary
• Chapter 2 - Implementing a Tax Planning System
  • Learning Objectives
  • Introduction
  • A Life Cycle Approach
    • Understanding the Problem
    • The Life Cycle Approach
    • Major Phases
  • Understanding the End Game
    • Maximizing After-Tax Cash Flow
    • Get It While You Can…
    • Nonstatutory vs. Statutory Benefits
    • Schedule E Income
    • Salary Plans
    • Retirement Plans
    • Family Business Structure
    • Maximizing Equity Growth
    • Create Transferable Value (Goodwill)
  • Putting It All Together
  • Summary
• Chapter 3 - Start-Up Issues
  • Learning Objective
  • Introduction
  • Directions
  • Part 1 - Case Study
    • Case 3-1 - Mom's Creamery
  • Part 2 - Toolkit Choice of Business Form
    • The Evolving Choice of Entity Landscape
    • Sole Proprietorships
    • Single-Member Limited Liability Companies
    • C Corporation Pros and Cons
    • Qualified Small Business Corporations (QSBCs)
    • S Corporation Pros and Cons
    • Multi-Member LLC Pros and Cons
    • Limited Liability Partnership (LLP) Pros and Cons
    • General Partnership Pros and Cons
    • Limited Partnership Pros and Cons
    • State Taxation
  • Formation Issues
    • §§351 and 357 for C and S Corporations
    • §1367 - S Shareholder Basis
    • Do Not Give Away the Intangibles
  • Hiring Family Members
    • By Sole Proprietors, Partnerships, and LLCs
    • By a Family-Owned Corporation
  • Including Debt in Corporate Capital Structures
    • Third-Party Debt
    • Owner Debt
    • How to Ensure That Owner Debt Will Be Respected As Such
  • Summary
  • Questions
• Chapter 4 - Special Tax Considerations of Operations
  • Learning Objectives
  • Introduction
  • Compensating C Corporation - Shareholder-Employees
    • What Is Reasonable?
    • Reasonable Compensation Checklist
    • Reasonable Compensation Court Decisions
    • Conclusions
  • Retirement Plan Options for Small Business Owners in a Nutshell
    • The Basics
    • Solo 401(k) Plan
    • Simplified Employee Pension (SEP)
    • Defined Contribution Keogh and Corporate Profit-Sharing Plans
    • SIMPLE-IRA
    • Defined Benefit Pension Plan
    • All about Solo 401(k) Plans
  • Benefits of Buy-Sell Agreements
    • What Is a Buy-Sell Agreement?
    • How Do They Work?
    • The Three Types of Buy-Sell Agreements
    • Funding Buy-Sell Agreement Purchase Obligations
    • Including Tax-Saving Terms in Buy-Sell Agreements
    • Estate Planning Benefits
    • Ensuring Buy-Sell Agreements Deliver the Expected Estate Planning Benefits
  • Converting a Corporation into an LLC (or LLP)
    • Watch Out for Goodwill and Other Intangibles
  • Depreciating Property Converted from Personal Use to Business Use (and Vice Versa)
    • Conversion from Personal Use to Business Use
    • Conversion from Business Use to Personal Use
    • When Change in Use Results in Different Recovery Period and/or Different Depreciation Method
    • Shorter Period and/or Faster Method after Change in Use
    • Longer Period and/or Slower Method after Change in Use
  • Heavy Tax Savings Still Available for "Heavy SUVs, Pickups, and Vans Used over 50% for Business
    • Maximum Deductions for Cars with Bonus Depreciation
    • Maximum Deductions for Cars without Bonus Depreciation
    • Maximum Deductions for Light Trucks and Light Vans with Bonus Depreciation
    • Maximum Deductions for Light Trucks and Light Vans without Bonus Depreciation
    • Clients Can Take Advantage of Better Depreciation Rules for "Heavy" Vehicles
    • Reduced $25,000 Section 179 Deduction for Heavy SUVs
    • Despite $25,000 Limitation, Depreciation Rules for Heavy SUVs Are Still Favorable
    • Don't Forget Section 179 Taxable Income Limitation
    • Don't Forget Section 179 Deduction Phase-out Rule
    • Mind Stricter Rules for Corporate-Owned Vehicles
    • Other Section 179 Caveats
    • Clients Must Plan Ahead to Preserve Section 179 Tax Savings for Heavy Business Vehicles
  • Converting Unincorporated Small Businesses into S Corporations to Reduce Social Security and Medicare Taxes
    • How the SE Tax Works in a Nutshell
    • How S Corporation Status Could Reduce Social Security and Medicare Taxes
    • What If Client's Business Is Operated as a Partnership or Multi-Member LLC?
    • Conversion Mechanics for LLCs (Including SMLLCs)
    • Mind These Caveats
  • Summary
• Chapter 5 - Business-Exit Considerations
  • Learning Objective
  • Introduction
  • Dispositions of the Business
    • Buyer Perspective
    • Seller Perspective
    • Flow-Through Advantage
    • Tax Impact of Corporate Liquidations
    • Tax-Wise Corporate Asset Sales
  • Sale of an Ownership Interest
    • Sale of Partnership Interest
    • Sale of S Corporation Stock
    • Best of Both Worlds - Stock Sale Treated as Asset Sale for Tax Purposes
    • Sale of C Corporation Stock
  • Selling Out to a Leveraged ESOP
  • Planning for Stock Redemptions by Family Corporations
  • Buying Out Spouse's Business Ownership Interest in Divorce
  • Divorce-Related Redemption of Corporate Stock
    • Scenario 1: Redemption Is Not Constructive Distribution to Non-Transferor Spouse
    • Scenario 2: Redemption Is Constructive Distribution to Non-Transferor Spouse
    • Election to Reverse the Tax Results
    • Election Timing Requirement and Effective Date Rules
  • Tax Planning Opportunities with Covenants Not to Compete
    • Tax Benefits of Minimizing Allocations to Covenants
    • Tax Benefits of Maximizing Allocations to Covenants
    • When Can a Covenant Be Supported?
  • Primer on Family Limited Partnerships (FLPs) and Family Limited Liability Companies (FLLCs)
    • What Are FLPs and FLLCs?
    • Estate and Gift Tax Issues
    • Avoid IRC Section 2036(a) Problems
    • Protect the Annual Gift Tax Exclusion
    • Federal Income Tax Issues
    • Impact of Recent Estate and Gift Tax Changes
    • Asset Protection Advantages
    • Practical Considerations
    • Conclusions on FLPs and FLLCs
  • Questions
• Chapter 6 - Ethics Focus: Taxation
  • Ethics Overview
  • Recent Developments
  • Spotlight on Independence in Tax Services
  • Key Ethical Dilemmas and Judgment Calls
  • Addressing Ethical Dilemmas
  • Available Resources
• Chapter 7 - Latest Development

745521