Facts. After 20+ Years Of Working For Other Firms, Three

As a hybrid of partnerships and corporations, LLC’s provide limited liability for debts and flexibility to be taxed as a partnership or corporation (Staring and Naming a Business Presentation, 2012, Slide 5). Some specific advantages include being empowered authorities in the management of the business, diversity of members, limited liability, pass-through taxation, and less paperwork (appreciated by many). A drawback of this business structure is the need for a tailored operating agreement that specifies the specific needs of the

Forming a business entity requires a great deal of knowledge before any decision is made. There are advantages and disadvantages to each entity and without proper understanding of what they are, individuals could make costly errors and forfeit crucial perks that would be in the businesses best interest. In the situation in New State, Alex, Bill, Carl, and Devon have inherited their father’s operating organic farm and seek advice, in regards to which form of business organization would best fit their particular criteria. They have emphasized their immediate concerns, wants and needs from a business standpoint, but also stress their strong faith to uphold and operate in accordance with the Christian worldview. Their criteria is as follows, (1) create an entity which averts formalities or complexities, (2) develop a structure allowing cousin Xavier to handle the day-to-day, (3) minimize taxes on the entity, (4) avoid any personal liability, (4) keep business in the family only, (5) remain in accordance with the Christian worldview, (which will be the final topic in this discussion). After reviewing all criteria, it will be advised that forming a limited liability company (LLC) and electing for an S corporation status would be of best interest for the family. Discussed below, is the strengths and weaknesses of each form of business organization as it applies to their unique situation, to help better understand why an LLC/S corporation, is the best form of

5. (TCOs 1, 2, 8, 9, and 10) One of your best individual clients is thinking about starting up a new business, and he is seeking your advice on which business form he should select. In particular, he’s trying to decide whether to operate the business as a partnership or a C corporation. Explain to him the significant tax and nontax issues that will arise from choosing each of these entities compared to the other, including how

A limited liability company protects each partner from personal liability for certain obligations of the company. An important difference from other partnerships is that each partner is liable for the debts and obligations of the partners. With limited liability Company, each state has its own laws governing partners for these vessels. Some states allow only certain professions, such as lawyers and accountants to form LLP. Some states only provide protection from liability for negligence claims, leaving personally responsible for other types of requests partner. For tax purposes, profits are divided equally between the partners and the partnership is not taxed separately.

• S- CORPORATION: S- Corporation created by law. S-Corporations taxed differently than C- Corporations. S- Corporations are not taxed on earnings. The stockholders claim on their taxes the losses or profits.

INCOME TAXES- S-corp differs from C-corp taxation; taxes are passed through to the shareholders only. The company itself does not pay taxes.

A limited liability company consists of a single owner, or sometimes more than one owner, and are not taxed as separate business entities. All profits and losses pass through the business to those who own the company. Owners must report profits and losses on their personal tax return filing as a corporation, partnership, or sole proprietorship. If the LLC is ran by a single owner, they file a 1040 Schedule C form as a sole proprietor. Partners file a 1065 form consisting of a partnership, and a form 1120 is filed if the LLC is filing as a corporation. The LLC must be registered such as the State Corporation Commission, Department of Commerce and Consumer Affairs, Department of Consumer and Regulatory Affairs, or the Division of Corporations and Commercial Code. The great thing about an LLC is that the owner has freedom in management. The owner is able to run the organization as they see fit not answering to anyone,

* Taxes are paid through the corporation on a corporate tax return. It is separate from the owner’s income taxes, commonly referred to as shareholders. Shareholders also include income or losses on stocks sold or dividends earned on their yearly individual tax return.

Part II: Make your recommendation as to what form of organization you believe will be best and be sure to explain the reasoning for your choice.

Other advantages of corporations include that they have a ranking of officers that run the company from the CEO, to the CFO and down to the next chief officer. Also, corporations are taxed at the corporate level using corporate income tax rates filed under the form 1120. Another advantage of a corporation is that if a corporation becomes insolvent, its owners and shareholders will not be liable beyond their equity investments in the corporation – creditors cannot go after the stockholders’ personal assets to exhaust their debts.(Advantages, 2009) One of the last advantages of a corporation is that if they are publicly traded, shareholders are able to sale their stock through stockbrokers. Disadvantages of corporations include that sometimes they are double taxed. If dividends are paid out from the corporation to stockholders, then those stockholders are taxed on their personal income tax returns also. The last disadvantage is that since it is managed by chief officers, stockholders are not able to make any managerial decisions as far as the company is concerned.

The last business option that will be discussed is the Corporation. A Corporation is “a fictitious legal entity that is created according to statutory requirements” (Cheeseman 478). The biggest advantage of a corporation is the protection of personal assets. Shareholders, directors and officers are typically not liable for the company’s debts and obligations. This is limited to the amount of money they have invested into the corporation. Since the corporation is separate from the owners, transfer of ownership is an easy task. Also corporations are generally taxed at a lower rate than individuals in the United States. A corporation is not as simple to form or maintain as other business formations. Articles of incorporation must be filed with the secretary of state and an organizational meeting must be held to elect a board of directors. A corporation also requires, at the least, an annual report so that creditors that do business with the corporation can determine the creditworthiness of the corporation. Also the corporation is taxed on its profits

Paula Green, a U.S citizen and our client, is preparing to expand her business into landscaping field. Before the expansion, Paula already has already been operating the Green Thumb Nursery whose total assets with a $260,000 adjusted basis and a $500,000 FMV. To avoid the risk of paying unlimited debt, Paula plans to change business form from sole proprietorship into corporation. And Mary Brown, a U.S citizen and the other client, would like to invest $250,000 into this corporation.

The corporation and stockholders have the tax burden in a corporation. In whole, from the owners’ point of view, it is more sensible to form a corporation that has a little more flexibility and less liability versus a partnership or sole proprietorship.

C corporations are the only business structure subject to a double tax. A C corporation may be dissolved or fall into bankruptcy, but it may live in perpetuity because most states require that corporate charters provide for perpetual existence. Transfer of stock, change of shareholders or death of an owner does not alter the perpetuity

Due to the fact that corporations are separate legal entities from their owners, C-corporations are taxed separately requiring the filing of IRS Form 1120 each year to report its income and take advantage of any credits or deductions for which the corporation may be eligible (Internal revenue Service (IRS), 2012b). Income tax rates for corporation are tailored to corporations and as such are different from those