Exploring Mexican Business Frameworks | An Investor’s Guide To Legal Corporate Entities

Mexico’s robust economic landscape and hospitable business setting establish an appealing choice for investors aiming to make their mark in the Latin American market. Understanding the various corporate legal entities available in Mexico is essential for making an informed decision when setting up a business from a U.S. and a Mexican perspective.

This article will address the types of Mexican corporate legal entities, namely the Sociedad Anónima, Sociedad de Responsabilidad Limitada, Sociedad Anónima Promotora de Inversión, and Sociedad Civil to guide investors through their characteristics, benefits, and legal requirements.

  1. Sociedad Anónima

The Sociedad Anónima, is the most common corporate entity structure used in Mexico for business purposes. It is designated as “S.A.” for those with fixed capital. This structure is governed by the Ley General de Sociedades Mercantiles (“LGSM”). Depending on its capital structure, it may be identified as “Sociedad Anónima de Capital Variable” or “S.A. de C.V.” or for those with variable capital. Shareholders own its negotiable or non-negotiable shares, representing the company’s stock.

The defining features of a S.A. in Mexico offer a blend of flexibility and structure, catering to a wide range of business needs. These characteristics include:

Read More

Challenges of Tax Exemptions
One of several features that make tax systems complicated are the numerous exceptions that pull out from taxation something that is part of the tax base for a particular type of tax. It is probably almost impossible to find any federal, state or local tax that doesn’t have some type of exception. A list of sales tax exemptions produced by the California Department of Tax and Fee Administration (CDTFA) lists 171 sales tax exemptions. All of them need a definition in the statute and often an explanation from the tax agency. This creates a lot of complexity because it is difficult to define most exemptions. For example, if a state wants to exempt food from sales tax but only healthy food, where does a “protein bar” full of sugar and not a natural item fall?
Our federal income tax law has Code sections 101 through 139I listing items of income, such as certain disaster relief payments, fringe benefits and gifts, that are income, but excluded from the measure of taxable income.A 2023 ruling in Iowa caught my attention as an example of the complexities of defining exemptions (Sweat Iowa LLC, No. 346007, 11/14/23). Iowa imposes a 6% sales tax on “enumerated services” which includes “all commercial recreation.” The term “enumerated services” signals that all potentially taxable services are not subject to sales tax. Generally, because a sales tax is imposed on personal consumption, everything that an individual purchases that is not for business use, should be subject to sales tax. If the law in any state worked that way, the rate would be lower and the tax base broader (and mostly easier to define).For a sales tax (a tax on personal consumption), the only items that should be exempted medical services provided by a medical professional and tuition for a university or professional/job training.

In the Iowa ruling, the question was whether booking services for saunas with “science-backed technology of infrared (IR) and red light therapy(RLT) to optimize health and wellness” is “commercial recreation.”

Read More

Offsetting Section 174 R&E Software Development Tax Liability With R&D Tax Credits
Section 174 Changes Impact R&D Tax Credits For Software

The new changes to Section 174 have a significant impact on software development costs. For tax year 2022, any cost that has been paid or incurred related to software development is now considered a Section 174 R&E expenditure. This means it must be capitalized and amortized over 5 years (15 years for foreign software development).

Many favorable provisions are made temporary due to the budgeting constraints of Congress, making yearly extensions normal and expected. It is important to note that the research expenses being addressed by this provision in the TCJA are not just the same as those provided for in the R&D tax credit rules. These general research costs are much broader.

If the current unfavorable tax treatment of research expenses does not get fixed, companies could see larger tax bills and therefore need the benefits of R&D tax credits even more.

Which Software Development Costs Fall Under The New Section 174 R&E Amortization Rules?

While guidance related to what costs constitute Section 174 Expenditures is still vague, potential expenditures can include:

Read More

Navigating A Sales Tax Audit: A Comprehensive Guide To Protecting Your Business

If you’re reading this, you’ve probably received a letter of audit from a government entity. You’ve also likely now gotten over your initial anxiety and are looking for help with the next steps. You’re in the right place – we’re here to tell you that there’s no need to panic.

So, what exactly is a sales tax audit? And what can you expect?

Definition Of A Sales Tax Audit

A sales tax audit is a rigorous examination conducted by state taxing authorities to review a business’s sales tax returns, financial records, and transactions. The primary objective is to ensure compliance with applicable tax laws and regulations regarding the collection, reporting, and remittance of sales tax.

We know, sounds scary. But we can help you navigate the process successfully. In this guide, we’ll unpack various aspects of sales tax audits, including triggers for audits, documentation requirements, strategies for responding to audit findings, the role of tax professionals, and the possible consequences of an unsuccessful audit.

Here’s what you can discover:

  1. Understanding Sales Tax Audits
  • Triggers for a Sales Tax Audit
  • Types of Sales Tax Audits
  • Common Misconceptions about Sales Tax Audits
  1. Responding To Audit Findings
  • The Audit Process: From Notification to Resolution: Gain insights into the audit process, from receiving a notification to resolving discrepancies and finalizing outcomes.
  • How to Handle Audit Findings: Explore strategies for addressing audit findings effectively, including reviewing and collaborating with tax professionals.
  1. What Happens If Your Sales Tax Audit Is Unsuccessful?
  • An unsuccessful sales tax audit can result in financial penalties, interest charges, additional tax assessments, legal actions, and reputational damage, all of which can have significant consequences for businesses.

Read More

Citizens Against Government Waste: The Prime Cut Series (#3)

Sell Excess Federal Real Property
1-Year Savings: $3 billion
5-Year Savings: $15 billion

Due to a combination of negative incentives and unnecessary red tape, selling federal real estate is a long, costly process. Reforms are essential, because Uncle Sam owns more real property than any other entity in America: approximately 267,000 buildings and structures covering 1. billion square feet of office space. An October 31, 2017, Congressional Research Service (CRS) report found that, “In FY 2016, federal agencies owned 3,120 buildings that were vacant (unutilized), and another 7,859 that were partially empty (underutilized).”

In FY 2022, the General Services Administration (GSA) reported total assets of $59 billion, an increase of 17.3 percent from the $50.3 billion from FY 2021. These include more than “363 million square feet of space in 8,397 buildings in more than 2,200 communities nationwide.”

When the GSA Public Buildings Service reports a property as excess, that property must first be screened for use by other federal agencies. If another agency wants it, that agency gets it. If the property goes unclaimed by every eligible agency, according to Title 40 of the U.S. Code and the McKinney Vento Homeless Assistance Act, it must be screened for use by providers of homeless shelters, who can use the property for free. If shelters are not interested, the property is screened for other public uses and sold for up to a 100 percent discount of market value. Finally, if no public use can be identified, the property is auctioned and sold. That process is upside down: The government should first try to sell the property and give it away only if there is no other alternative.

The government’s current leasing practices are also problematic. They have been on the GAO’s High Risk List since January 1, 2003. According to the April 20, 2023, report, GSA’s “efforts to improve the accuracy of addresses in its Federal Real Property Profile database have yet to show tangible results. This makes it difficult to manage federally owned assets.”

Read More

United States Expatriates: Tips For Mailing Your Tax Return From Abroad

For US expatriates, navigating the process of submitting their annual income tax return to the Internal Revenue Service (IRS) can present unique challenges. While the convenience of electronic filing (e-filing) offers an efficient way to submit your federal tax return, certain conditions may require you to submit a paper tax return by mail. Understanding when and how to accurately mail your personal income tax return is crucial to ensure compliance with the IRS and avoid unnecessary processing delays.

WHY E-FILING SHOULD BE YOUR FIRST CHOICE FOR TAXES?

Before delving into the specifics of mailing your federal tax return, let’s first highlight the significant benefits of e-filing your personal tax return. The IRS encourages all taxpayers, including those residing abroad with foreign income, to file electronically due to several compelling advantages:

  • Quicker Processing and Refunds: E-filed income tax returns are processed more rapidly than paper filings, which means faster refunds. For expats anticipating a refund, this method significantly shortens the waiting period.
  • Enhanced Security: Submitting your federal return electronically provides a higher level of security than traditional mail, minimizing the risk of lost or intercepted sensitive information.
  • Immediate Confirmation: Upon successful submission of your e-filed return, the IRS provides immediate confirmation. This immediate feedback offers peace of mind, confirming that your tax obligations have been fulfilled on time.
  • Global Convenience: E-filing allows you to submit your federal tax return from anywhere in the world, requiring only an internet connection. This feature is especially beneficial for expats living in remote locations or those who frequently relocate.

However, despite these benefits, certain tax situations necessitate mailing a paper income tax return. Whether it’s due to specific IRS requirements for certain deductions or the need to provide supplementary documentation, understanding when you must mail your return is critical for US expats.

WHEN YOU NEED TO MAIL YOUR TAX RETURN?

Read More

Which Activities Cause State Tax Nexus Issues?

As states are becoming more aggressive with respect to tax collection, they are also broadening the activities that cause nexus, or taxable presence, for companies. This is important because once a company has nexus, they can be subject to sales tax collection, income tax reporting and other taxes as well.

Some activities that may cause nexus (and therefore state tax reporting issues) include:

  • The hiring of an employee
  • Contracting with an independent contractor
    Maintaining inventory in third party warehouses
  • Owning property or renting office space
  • Exceeding a certain threshold of sales or transactions in a given state (see the Wayfair case discussion)
  • Using fulfillment services like Fulfillment By Amazon (FBA) or similar services which place inventory in third party warehouses in different states

Once a company begins doing business in a state, we assist with procedures for filing necessary sales tax and income tax returns. We also help with apportionment reviews and general compliance.

On the income tax side, one hot topic is properly sourcing revenue for service-based companies. Many states have embraced a concept referred to as “market-based sourcing” for service revenues. That generally means that the revenue will be recognized in the state in which the value of the service was received. What that means can vary by state.

Have a question? Contact Monika Miles Group Consulting.

Pritzker Seeks $898 Million In Tax Hikes For Illinoisans

According to the information posted at the Illinois Policy Organization:

Illinois Gov. J.B. Pritzker will set another state record if his $52.7 billion budget for 2025 is passed. He described it as “tight” as well as “focused and disciplined.”

But it relies on $898 million in new taxes. It is nearly $13 billion more than the state budget when he took office.

So, yes, it’s focused and disciplined – as much as sailors on leave.

Here’s a look at the details, winners, losers and those who will be left wounded.

Revenue

Illinoisans should be most cautious of the call for massive tax hikes, $898 million to be exact, on corporations, retailers, sportsbooks and even individual taxpayers. While the governor specifically singled out his proposals to create a state-level child tax credit and eliminate the state’s grocery tax – revenue that goes entirely to local governments – in his address Feb. 21, he failed to mention that in total his series of proposals would substantially raise taxes for Illinoisans.

Read More

American Opportunity Tax Credit Issues

Over the years, I have heard individuals and tax professionals raise various questions on the operation of the American Opportunity Tax Credit (AOTC at IRC 25A). This is the credit that for the past many years provides up to a $2,500 credit for each of the first four years of higher education at a college or university.  It started in the early 1990s as the Hope Scholarship credit for a lower amount and only the first two years of college.

There are numerous other tax breaks for higher education including an exclusion for scholarships, a limited above-the-line deduction for student loan interest, the Lifetime Learning Credit, an exclusion for interest on education savings bonds, 529 accounts, and more.

Some of the issues I have heard for the AOTC include:

  • Do years at a community college count as part of the four years? I believe they do, but what if the student isn’t, at least at first, pursuing a degree?
  • What are all of the expenses that qualify?
  • What if the 1098-T received (and required to claim the credit) is incorrect in terms of the year or amount?
  • Why does it only cover college or university programs rather than also trade schools and similar?
I’m working on a paper of these and a few other administrative and legislative issues about the AOTC. If you have questions or issues you’ve encountered or wondered about, I would greatly appreciate you posting them in a comment here.  Thank you!
Written by Annette Nellen, Professor San Jose State University
Four Mistakes You Might Be Making on Your R&D Tax Credit Claim

Are you making the most of your R&D tax credit claim? Here are four common mistakes that businesses often make when it comes to claiming their R&D tax credits.

1. Documentation Deficit: Leaving Money On The Table

Robust documentation is the backbone of a successful claim. Keep detailed records of your project objectives, methodologies, challenges encountered, and results achieved. Think meeting notes, technical reports, prototypes, and even emails discussing the innovative aspects. Without solid proof, your claim risks crumbling under scrutiny.

2. Casting A Wide Net: Not All Costs Are Created Equal

While your entire R&D project might seem worthy of a reward, the R&D tax credit isn’t a blanket solution. It specifically targets the innovative aspects, not routine business activities. Common mistakes include claiming marketing costs, routine tasks like quality control, or expenses incurred outside the eligible claim period. Scrutinize your project expenses and isolate the specific portions related to genuine R&D activities. Only those qualify for the credit.

3. Underestimating The “R” In R&D

Not all projects with a science twist automatically qualify for R&D tax credits. Remember, the “R” stands for research, not routine development. Your project should involve overcoming technological or scientific uncertainties, leading to advancements in your field. Simply improving an existing product or process might not be enough. Be prepared to demonstrate the innovative elements and technical challenges tackled within your project.

4. Going Solo When the Stakes Are High

Navigating the R&D tax credit landscape can be complex, especially for intricate projects or businesses unfamiliar with the process. While venturing solo might seem tempting, seeking professional advice can be invaluable. Experienced R&D tax advisors can maximize your claim by identifying all eligible expenses, ensuring compliance, and minimizing the risk of errors or rejections. Their expertise can translate into significant financial gains and peace of mind.

R&D Tax Credits With Source Advisors

Claiming R&D tax credits can be a game-changer for your business, fueling further innovation and boosting your bottom line. By avoiding these common pitfalls and seeking expert guidance when needed, you can ensure your claim journey is smooth sailing.

At Source Advisors, we can help assess your company’s federal R&D tax credit opportunity and determine any state R&D tax credit availability.  Our team of experienced CPAs, attorneys, engineers, and technology experts helps companies save money and create cash flow with R&D tax credits that can then help drive overall growth.

Want To Speak With Source Advisors, Contact Eric Larson For Introductions.

What To Expect After Receiving A Non-filer Compliance Alert Notice And What To Do To Resolve

In the continuing effort to improve tax compliance and ensure fairness, the Internal Revenue Service announced a new effort on Feb. 29, focused on high-income taxpayers who have failed to file federal income tax returns in more than 125,000 instances since 2017.

The new initiative, made possible by Inflation Reduction Act funding, begins with IRS compliance letters going out this week. The mailings include more than 25,000 to those with more than $1 million in income, and over 100,000 to people with incomes between $400,000 and $1 million between tax years 2017 and 2021.

About 20,000 to 40,000 CP59 notices are anticipated to mail each week, beginning with filers in the highest income categories.

What is the CP59?

The recently updated CP59 notice is sent when the IRS has no record that a prior personal tax return(s) has been filed. It provides details on what a taxpayer can do to resolve their non-filing status:

  • File their signed, personal tax return immediately or explain why a return is not required.
  • Complete Form 15103, Form 1040 Return Delinquency, included with the notice to explain:
    • Why they’re filing late.
    • Why they don’t have to file.
    • That they’ve already filed.
  • Detach notice stub and mail it with tax return and completed Form 15103 using the envelope provided. They can fax their information to the fax number in the notice using either a fax machine or an online fax service. Taxpayers should protect themselves when sending digital data by understanding the fax service’s privacy and security policies.
Newly revised CP59 notice

Read More

Citizens Against Government Waste: The Prime Cut Series (#2)

Eliminate Community Development Block Grants (CDBGs)
1-Year Savings: $3.3 billion
5-Year Savings: $16.5 billion

In the 1970s, many American cities suffered from destitution and blight. In 1974, Congress created the CDBG program in an effort to revitalize low income areas in cities across the country. Three years later during the 1977 World Series, swathes of New York’s South Bronx burned to the ground as Howard Cosell narrated on national television.The CDBG program was intended for infrastructure investment, housing rehabilitation, job creation, and public services in metropolitan cities and urban counties. Use of the grants was intended to be flexible, but the more than $100 billion given away to local governments over the last 35 years has fallen short on both accountability and results. Buffalo, New York, has received more than $500 million in CDBGs over the last 30 years, with little to show for it. Los Angeles handed out $24 million to a dairy that went bust 18 months later.

The CDBG formula for eligibility does not take a community’s average income into account. As a result, several very wealthy cities with robust tax bases, like Greenwich, Connecticut, have received CDBG dollars. A September 2012 GAO report found that “some cities with higher unemployment rates received less funding per unemployed person than other cities with lower unemployment rates.”

Former President Obama routinely recommended reducing CDBG funding because “the demonstration of outcomes [is] difficult to measure and evaluate.” Former President Trump’s budgets between FYs 2018 and 2021 recommended eliminating the entire CDBG program. Despite its lengthy record of failing to achieve its objectives and wasting the taxpayer’s money, the Coronavirus Aid, Relief, and Economic Security (CARES) Act, signed into law by then-President Trump on March 27, 2020, provided $2 billion for the CDBG program, which represents 60.6 percent of the $3.3 billion appropriated in FY 2023.

Read More