Transfer Of 40 % Ownership

Our client, Individual #1, is currently earning $350k in gross receipts and $175k in gross profit, respectively, from his IT consulting business. In discussions with the client, we learned he wants to transition his sole proprietorship/LLC into either an S-Corp or C-Corp. I propose his reorganization as an S-Corp as although it limits his potential for equity investment, it provides both a liability and tax shield.

When splitting the profits in a general partnership you are also splitting the income tax that needs to be paid. Depending on the profits of the business this may drop you into a lower tax bracket than if a single person had filed for all of the profits. This also drops the amount of income tax paid by each person resulting in lower individual taxes paid.

When it comes to partnerships Alex, Bill, Carl, and Devon will have two options- a general partnership or a limited partnership. Partnerships are beginning to be a business form of the past. Once upon a time, partnerships were “the default form of business and provided the benefit of pass-through taxation, but lacked the important feature of limited liability” (Chrisman, 2010, p. 465). In a general partnership, each partner associated with the entity will be held liable for their own business decisions as well as

John will have to pay self-employment tax, which is the gross income that obtained in business in the amount of $300,000. He will actually have to pay "income" and "self-employment" tax on the "net" earnings from his business... not the entire $300K because presumably he has

11. [LO 1] Absent any special elections, what effect does a sale of partnership interest have on the partnership?

John Smith’s earned income of $300,000 will reported as gross income either on Schedule c of the individual return or as gross income on the LLC return. As a result of the variance in the state laws as to whether or not a single person LLC can report on a business return is the reasons why it could be either reported on the Schedule C or LLC. Some states that do not allow the separate reporting see the LLC as meaning not to be reported separately from the individual.

Although this is a no cost option in the short term, it will cost a lot in the long term. Derek will feel worse in his day-to-day work. Sal cannot keep busy during his retirement. Status quo will not solve the primary problem. Depending on compare pros with cons in the table, it’s better for them to run this business. Showing their talents in business will be an unforgettable experience in their lives. So, this alternative cannot solve the problem.

4. Benefits of choosing to be S Corporation. According to Sec. 1361 and Reg.Sec. 1.1361-1, if Paula and Mary both consent to the special election made by the corporation, the corporation could be a S corporation so that in the first two years, Paula and Mary could use the loss to offset their income from other sources. If necessary, they could revoke the decision, turning the corporation back into C Corporation.

There are two main types of ownerships: sole trader ship and partnerships. Some may say that the only difference in the two are that the business is either ran by one single person or by two or more people, but in reality there is a big difference. For example, a sole trader ships could be a business like a market stalls, hairdressers or corner shops; partnerships could be a business like a solicitors firms and accounting firms. Also, while deciding which ownership is right for the business you have to look at the over view of what type of business you’re getting into. Sole trader ships only financial income is from the business and/or bank loans (types of business structures). Partnerships can receive larger

After the creation of a business plan, the next step to operating a business is the selection of an appropriate business structure. Different legal forms of business ownerships affect different managerial and financial factors from the business names to the tax obligations (Gregory, n.d.). The most common forms are sole proprietorship, partnership, cooperatives, and corporations. There are different types of corporations in the business world, but the two most general corporation types are S Corporation and Limited Liability Company (LLC) (Ferrell et al., 2013). The sole proprietorship is the easiest and most basic form of business ownership. It is owned and run by one individual, which is the proprietor. The individual is entitled to all profits and is responsible for all the business’s

* The ownership of the partners is dissolved and they become mere employees who are responsible to the shareholders and Board of Directors

In response to your questions regarding the decision of changing the organization of your business, you spoke on several concerns that need to be fully addressed. At this current time Jim’s Woodworking is a sole proprietorship which right now offers no liability protection for any of Jim’s personal assets. It needs to be noted that all limited and general partnerships, while offering many very enticing benefits, have no liability protection for personal assets. In order to protect all of Jim’s personal assets the best way possible we should focus on an S Corporation as the potential form for reorganizing Jim’s business. It will not only protect Jim’s personal assets in the event the company is sued or anything bad may take place, but will also

There are a number of forms of ownership that the business can take. The main forms are sole proprietorship, partnership, Limited Liability Corporation, corporation and S corporation. There are advantages and disadvantages to each of these forms that will be discussed in this section. A sole proprietorship essentially has the person as the business. In this situation, the proprietor bears all of the risk involved in the business. Business income flows through to the proprietor's personal taxes. For some individuals there are tax advantages, but for many the appeal of the sole proprietorship is its simplicity. The IRS defines a partnership as a relationship existing between two or more individuals who joint to carry on a business. Partners divide income according to their own agreement and that income flows through to their personal taxes. Partners also have a high level of liability for any legal action that befalls the company.

Economic science teaches us that due to their subjective needs, individuals have subjective preferences, and hence different interest. Occasionally different subjective interests give rise to conflicts of interest between contracting partners. These conflicts of interest may result in turn, in one or both parties undertaking actions that may be against the interest of the other contracting partner. The primary reason for the divergence of objectives between managers and shareholders has been attributed to separation of ownership (shareholders) and control (management) in corporations. As a consequence, agency problems

The basic principal relating to the administration of the affairs of a company is that “the will of the majority is supreme”. The general rule is that the decisions of the majority shareholders in a company bind the minority. 1 In a world that recognizes ‘simple majority rules’, minority shareholders of companies are by default vulnerable to oppression,