Tag Archive for S Corporations

Unused LLCs And Corps

Why do you keep forming LLCs, partnerships or any kind of corporation when you’re not really ready to do business?

Then, you have these legal entities, with stringent tax filing responsibilities – and you do nothing.

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Important Change: When are Corporate/Partnership Tax Returns Due?

Monika Miles

Do you take notice when it comes to new California tax laws and updates? Here is one that taxpayers and tax preparers alike will want to pay attention to.

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September 2015 Business Tax Due Dates

September 15 –  Corporations

File a 2014 calendar year income tax return (Form 1120 or 1120-A) and pay any tax, interest, and penalties due. This due date applies only if you timely requested an automatic 6-month extension.

September 15 – S Corporations

File a 2014 calendar year income tax return (Form 1120S) and pay any tax due. This due date applies only if you requested an automatic 6-month extension.

September 15 – Corporations Read more

S Corporations Beat-Out LLCs For Americans Carrying On Business In Canada

As a general rule, U.S. residents are only subject to Canadian tax on business income to the extent that such income is earned via a permanent establishment (“PE”) in Canada(1).

If a U.S. C corporation earns profits that are taxable in Canada, such profits will be subject to federal corporate taxation under Part I of the Income Tax Act (“the Act”) at a rate of 15%, plus, assuming there is a PE in a province, provincial corporate taxation at varying rates. For example, in Ontario the rate is 11.5% and in Alberta the rate is 10%, thereby resulting in combined corporate tax rates of 26.5% and 25%, respectively(2).

In addition, a U.S. corporation earning income from carrying on business in Canada may also be subject to the “branch tax” that is levied under Part XIV of the Act. This tax is quite Read more

S Corporation – What Are The Benefits?

An S Corporation or S Corp is an eligible domestic corporation that has elected to be treated as an S Corporation for tax purposes. S Corporations avoid double taxation on corporate income because corporate income, losses, deductions and credits are passed through to the shareholders. Shareholders of the S corporation report the income and losses on their personal tax returns. However, S Corps are responsible for tax on certain built-in gains and passive income at the entity level.

Self-Employment tax

Undistributed taxable income of the S corporation that is passed through to its shareholders is not treated as earnings from self- employment (Rev. Rul. 59-221, 1959-1 C.B. 225) and is therefore not subject to self-employment tax. Read more

Reasonable Compensation For S Corporation Shareholder-Employees

Over the past five years, a few widely noted cases and multiple government reports have made reasonable compensation a key tax issue for S corporations. Two recent Tax Court opinions focusing on reasonable compensation for S corporation shareholder-employees provide important takeaways for owners and practitioners by addressing common issues surrounding distributions and loan repayments in the context of reasonable compensation.


Secs. 3111 and 3301 require employers to pay FICA and FUTA employment taxes on wages paid to their employees. For federal employment tax purposes, an employee includes any officer of a corporation. An officer who performs more than minor services for a corporation and who receives remuneration in any form for those services is considered an employee Read more

Debt and Proving Basis in Flowthrough Entities

TaxConnections Picture - Tax written on computer keyboardS Corporations

Taxpayers with ownership interests in flow-through entities cannot deduct entity losses if they do not have basis in those entities. Consequently, a taxpayer’s basis is often scrutinized by the IRS, particularly when basis is claimed based upon debts incurred by a flow-through entity.

In mid-2012, the IRS issued Prop. Regs. Sec. 1.1366-2 (REG-134042-07) to establish a standard for when shareholders can increase basis in S corporations based upon loans to the S corporation. Under this standard, a shareholder may increase basis by “bona fide indebtedness” of the S corporation that runs directly to the shareholder. Partners, in contrast, are subject to the more complex partnership basis rules of Secs. 752 and 465. As basis laws change and develop over time, the IRS will continue to scrutinize reported losses.

Shareholders Basis

The proposed regulations do not establish factors or criteria to determine when S corporation indebtedness is bona fide. Instead, whether indebtedness is bona fide is determined under general tax principles. The preamble to the proposed regulations cites four cases that establish whether a debt is bona fide: Knetsch, 364 U.S. 361 (1960); Geftman, 154 F.3d 61 (3d Cir. 1998); Estate of Mixon, 464 F.2d 394 (5th Cir. 1972); and Litton Business Systems, Inc., 61 T.C. 367 (1973). Geftman, for instance, established three factors to determine whether a loan is bona fide: (1) contemporaneous intent to repay; (2) Read more

General Rules For S-Corp. Distributions – A Random Walk Down IRC 1368

TaxConnections Blogger postUnless you elect different treatment, for shareholder income tax purposes S corporation distributions are applied in the following order:

1. To reduce the Accumulated Adjustment Account (AAA) determined without regard to any net negative adjustment for the tax year but not below zero.

According to IRC 1368 if distributions during the tax year exceed the AAA at the close of the tax year determined without regard to any net negative adjustment for the tax year the AAA is allocated pro rata to each distribution made during the tax year.

2. If applicable – as in pre 1983 – to reduce shareholders’ Previously Taxed Income (PTI) account for any IRC section 1375(d) distributions associated with tax imposed when passive investment income of the corporation has accumulated earnings and profits in excess of 25% of the gross receipts.

A distribution from the PTI account is tax free to the extent of a shareholder’s basis in his or her stock in the corporation. This is rarely seen any more as there are few S Corps with pre 1983 PTI remaining. Read more

“V” is for Venture Capital

TaxConnections Blogger Chris Wittich posts Taxes A - Z“V” is for venture capital. Venture capital is a way for small businesses to get needed funding. Venture capital comes in many different ways, but generally a deep pocket invests a bunch of money in a growing company that needs cash to keep expanding. If that sounds like the setup of Shark Tank, well it is. Shark Tank is basically venture capitalists trying to strike a deal with promising companies.

Venture capital is really a financing mechanism but it can have some important tax ramifications. When venture capitalists contribute their money, they normally receive shares of the company in exchange. That purchase is not a taxable transaction, but down the road if they sell, it will be a capital gain or loss. Holding the shares of the company will normally entitle the venture capitalist to a share of the distributions of the business. In partnerships and S corps the distributions are a reduction of basis but not taxable. For C corps, distributions are normally dividends which are taxable when received.

Venture capital can be set up a number of ways, but understanding the tax impact is obviously very important for both the venture capitalist and the business that is seeking the investment. When you get into more complicated  royalties or payback models, it’s good for both sides to have a clear understanding of the taxes so you don’t run into problems in the future.

Taxes A to Z – still randomly meandering through tax topics, but at least for 26 posts in an alphabetical order.

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