This course examines and explains the practical aspects of using a closely held corporation to maximize after-tax return on business operations. Recent developments giving corporations a competitive edge over other entities is explored and detailed. Practitioners are alerted to often missed fringe benefits, retirement planning opportunities, corporate business deductions, income splitting possibilities, and little-known estate planning techniques. The program covers step-by-step tax procedures to form, operate, and ultimately dispose of a closely held corporation. Distinctions between S and C corporations will be unraveled and guidelines for client direction given. Chapter 1 Business Forms & Characteristics
At the start of Chapter 1, participants should identify the following topics for study:
* Sole proprietorships
* Partnerships
* Estates & trusts
* Unincorporated associations
* Corporation defined
* Subchapter S corporations
* Ordinary C corporations
* Personal service corporations
* Corporate tax rate
Learning Objectives
After reading Chapter 1, participants will be able to:
1. Specify the advantages and disadvantages of sole proprietorships including self-employed taxes and payment requirements and identify the characterization of sole proprietorship assets upon disposition.
2. Recognize partnerships and their advantages and disadvantages, identify partnership taxation particularly the application of the passive loss (469) and at-risk rules (465), and determine correct partnership income or loss reporting stating the role of husband-and-wife partnerships and limited partnerships.
3. Identify the reporting requirements of estates, trusts, and unincorporated associations, determine what constitutes a corporation for a subchapter S or regular corporation, specify the characteristics of a personal service corporation, and recognize the repeal of the alternative minimum tax for regular corporations.
Chapter 2 Corporate Formation & Capitalization
At the start of Chapter 2, participants should identify the following topics for study:
* Incorporation
* Start-up & organizational expenses
* Tax recognition of the corporate entity
* Capital gains & losses
* Dividends received deduction
* Charitable contributions
* Accumulated earnings tax trap
* Accounting periods & methods
* Inventories
* Multiple corporations
Learning Objectives
After reading Chapter 2, participants will be able to:
1. Identify the transfer of money, property, or both by prospective shareholders and the basic requirements associated with 351.
2. Recognize the requirements of 1244 and the small business stock exclusion, determine the differences between start-up and organizational expenses, and identify the elements of corporate tax recognition including the dangers of corporate ownership and capital gains and losses stating dividends received treatment.
3. Specify the requirements for corporate charitable contributions, identify former 341 collapsible corporations, and determine how to avoid 541 status particularly as to personal service contracts.
4. Identify 531 status and determine accounting periods and methods available to corporations.
5. Specify methods for identifying inventory items including common methods of valuing inventory and identify multiple corporation tax advantages and the tax consequences of corporate liquidations and distributions.
Chapter 3 Corporate Principals & Employees
At the start of Chapter 3, participants should identify the following topics for study:
* Payroll taxes
* FICA & FUTA
* Employee labor laws
* Employee v. contractor status
* Unreasonable compensation
* Income splitting
* Buy-sell agreements
* Entity & cross-purchase agreements
* Sole shareholder planning
* Recapitalization
Learning Objectives
After reading Chapter 3, participants will be able to:
1. Determine payroll taxes and the uses of Form 941, Form W-4, Form W-2, and Form W-3, specify the application of FICA and FUTA taxes and how to report them, and identify major employee labor laws.
2. Recognize common-law rules used to determine employee status for FICA and federal income tax withholding, specify the dangers of unreasonable compensation stating how to avoid them, and determine how a corporation can be a valuable income-splitting device.
3. Identify a buy-sell agreement distinguishing an entity purchase from a cross-purchase agreement and recognize business recapitalizations and their potential uses.
Chapter 4 Basic Fringe Benefits
At the start of Chapter 4, participants should identify the following topics for study:
* Statutory v. non-statutory benefits
* No-additional-cost services & qualified employee discounts
* Working condition fringes
* Employee achievement awards
* Dependent care assistance
* Cafeteria plans
* Self-insured medical reimbursement plans
* Employer-provided automobile
* Interest-free & below-market loans
* Fringe benefit plans for S corporations
Learning Objectives
After reading Chapter 4, participants will be able to:
1. Identify basic fringe benefit planning by determining income under 61 and specifying the differences between former non-statutory and current statutory fringe benefits.
2. Determine no-additional-cost services and identify what property or services are excludable from income as qualified employee discounts under 132(c), specify exceptions to working condition fringes and de minimis fringes, recognize a 74 employee achievement award, and cite the 79 group term life insurance rules.
3. Recognize the requirements and limits of 129 dependent care assistance, identify 125 cafeteria plans specifying how they function, specify the 119 meals and lodging exclusion, cite the mechanics of 105 self-insured medical reimbursement plans, and determine the requirements and limits of 127 programs.
4. Identify employer-provided automobiles valuation methods, determine what constitutes interest-free and below-market loans, specify the requirements and limitations of fringe benefits under 217, 132, 67 212, 132(h)(5) and 280A, cite S corporation fringe benefits, and specify ERISA compliance requirements.
Chapter 5 Business Entertainment
At the start of Chapter 5, participants should identify the following topics for study:
* Pre- & post-2018 tests for entertainment expenses
* Statutory exceptions
* Pre-2018 ticket purchases
* Percentage reduction for meals
* Entertainment facilities
* Substantiation & record keeping
* Employee expense reimbursement & reporting
* Self-employed persons
* Employers
Learning Objectives
After reading Chapter 5, participants will be able to:
1. Define the key tax term entertainment” and identify the pre- and post-2018 required 162 & 274 deductibility tests recognizing the importance of the remaining statutory exceptions for entertainment.
2. Determine the former treatment of ticket purchases, recognize the percentage reduction restriction for meals, specify the application of the former 2% deduction limit, and determine an entertainment facility stating related deductible costs.
3. Identify substantiation, recordkeeping, reimbursement, and reporting requirements recognizing variations in methods, and determine how to itemize non-reimbursed employee expenses and specify the special reporting rules for self-employed persons and employers.
Chapter 6 Insurance
At the start of Chapter 6, participants should identify the following topics for study:
* Company paid insurance
* Group term life insurance
* Regulations
* Retired lives reserve
* Split-dollar life insurance
* Medical & dental insurance & disability income insurance
* Interest limitation on policy loans
* Key person life insurance
* COBRA
* VEBAs – 501(c)(9) Trusts
Learning Objectives
After reading Chapter 6, participants will be able to:
1. Recognize the importance and variety of business insurance by:
a. Identifying the popularity and application of business life insurance plans specifying common coverage and premiums;
b. Determining corporate uses for life insurance including estate, travel, and accident uses and specifying the tax treatment, reporting requirements, and discrimination rules for business insurance particularly the 79 requirements for group insurance;
c. Identifying the benefit of not needing a medical examination as a prerequisite to purchasing a plan;
d. Recognizing retired lives reserve and split-dollar life insurance stating their mechanics, taxation regulation, and advantages and disadvantages;
e. Specifying the mechanics of employer-paid health, medical, and disability income insurance including the impact of medical examination requirements.
2. Identify the impact of the disallowance of the interest deduction on purchasers and the insurance industry recognizing the 264 interest limitation on policy loans, specify the benefit of corporate key person life insurance, cite the requirements of COBRA, and determine what constitutes a Voluntary Employee Benefit Association under 501(c)(9).
Chapter 7 Retirement Plans
At the start of Chapter 7, participants should identify the following topics for study:
* Qualified deferred compensation
* Basic requirements of a qualified pension plan
* Basic types of corporate plans
* Types of defined contribution plans
* Self-employed plans – Keogh
* Distribution & settlement options of IRAs
* Tax-free rollovers for IRAs
* Roth IRAs
* Simplified employee pension plans (SEPs)
* SIMPLE Plans
Learning Objectives
After reading Chapter 7, participants will be able to:
1. Identify nonqualified and qualified deferred compensation plans recognizing their benefits and contribution limits and recall the current and deferred advantages and disadvantages of corporate plans including fiduciary responsibilities and prohibited transactions.
2. Specify the requirements of three basic forms of qualified pension plans.
3. Determine the differences between defined contribution and defined benefit retirement plans and specify five types of defined contribution plans stating their impact on retirement benefits.
4. Recognize self-employed plans from qualified plans for other business types and owners.
5. Identify the requirements of IRAs, SEPs, and SIMPLEs, and define tax-free Roth IRA distributions specifying strategies to maximize plan benefits.
Chapter 8 Nonqualified Deferred Compensation
At the start of Chapter 8, participants should identify the following topics for study:
* Postponement of income
* Purposes & benefits
* Constructive receipt
* Economic benefit
* Funded company account plan
* Segregated asset plan
* Tax consequences
* Accounting
* Estate planning considerations
Learning Objectives
After reading Chapter 8, participants will be able to:
1. Recognize the postponement of income with a nonqualified plan by:
a. Identifying nonqualified plan advantages including ways to design the plans and specifying the IRSs position on such arrangements recognizing the impact of constructive receipt and economic benefit concepts;
b. Specifying deferred compensation patterns set forth in R.R. 60-31 stating the taxability of each; and
c. Determining unfunded and funded plans and the use of company assets or bookkeeping accounts to avoid employee taxation.
2. Identify the setup of a segregated asset plan where the account is not subject to the claims of the employers creditors and still avoids employee taxation and specify the tax consequences of establishing a nonqualified plan.
Chapter 9 S Corporations
At the start of Chapter 9, participants should identify the following topics for study:
* Advantages & disadvantages
* S corporation status
* Termination
* Income & expense
* Built-in gain
* Passive income
* Basis of stocks & debts
* Distributions
* Form 1120S
* Fringe benefits
Learning Objectives
After reading Chapter 9, participants will be able to:
1. Determine what constitutes an S corporation and specify the advantages and list the disadvantages associated with them.
2. Identify variables that impact whether a business can choose S corporation status.
3. Cite ways an S corporation may be terminated specifying related procedures to be followed.
4. Recognize the taxation and fringe benefits of S corporations as compared to other entity formats by:
a. Determining the tax treatment of S corporation income and expenses, pass-through items, built-in gain, passive income, tax preference items, LIFO recapture tax, and capital gains tax and their impact on the taxation of S corporations; and
b. Identifying the benefits available to other entity formats, determining S corporation owner compensation and distribution options recognizing reasonable compensation requirements, related party rules, S corporation distribution taxation, tax year choices, fringe benefits, and specifying when the Form 1120S must be filed.
Chapter 10 Business Dispositions & Reorganizations
At the start of Chapter 10, participants should identify the following topics for study:
* Starting a new business
* Buying an existing business
* Reorganization types
* Carryover of corporate tax attributes
Learning Objectives
After reading Chapter 10, participants will be able to:
1. Recognize various business disposition and reorganization possibilities by:
a. Determining how organizational costs, start-up costs, and syndication costs are incurred and specifying what expenditures they include and how they are treated;
b. Identifying advantages of purchasing an existing business over starting a new business, citing ways to find a business that is for sale, and specifying the tax considerations of such an acquisition;
c. Specifying a reorganization under 368(a)(1) recognizing the types of transactions that qualify as non-taxable reorganizations; and
d. Identifying the factors that determine the corporate tax attributes of an acquired corporation that carry over to the acquiring or successor corporation.