...receive from the business). This system applies to the business S-corporation-called the "C-corporation" (C-corp) for reasons we'll see shortly-and the system of taxing first the corporation and then its owners is called the "corporate double tax." "Pass through" taxation. The entity (called a "flow-through" entity) is not taxed but its owners are each taxed (more or less) on their proportionate shares of the entity's income. The leading forms of pass through entity (further explained below) are: Partnerships, of various types. "S-corporations" (S-corps), as distinguished from C-corps. Limited liability companies (LLCs). A sole proprietorship such as John Doe Plumbing or Marcus Welby, M.D. is also considered a pass through entity even though no "organization" may be involved. The first major consideration (in this case, a tax consideration) in choosing the form of doing business is whether to choose an entity (such as a C-corp) that has two levels of tax on income or a pass through entity that has only one level (directly on the owners). Losses are directly deductible by pass through owners while C-corp losses are deducted only against profits (past or future) and don't pass through to owners. The major business consideration (as opposed to tax consideration) in choosing the form of business is limitation of liability, that is, to protect your assets from the claims of business creditors. State law grants limitation of liability to corporations (C and S-corps), LLCs, and partners...
Words: 3563 - Pages: 15
...S Corporation vs. C Corporation: AComparison Category: Incorporating Your Business When starting a business or changing your business structure, one of the most common options small business owners evaluate is whether to form an S corporation (S corp) or C corporation (C corp). These are the two most common ways to incorporate online, and the choice really depends on your business goals. S corporation vs. C corporation: The similarities The C corporation is the standard corporation, while the S corporation has elected a special tax status with the IRS. It gets its name because it is defined in Subchapter S of the Internal Revenue Code. To elect S corporation status when forming a corporation, Form 2553 must be filed with the IRS and all S corporation guidelines met. But C corporations and S corporations share many qualities: * Limited liability protection. Both offer limited liability protection, so shareholders (owners) are typically not personally responsible for business debts and liabilities. * Separate entities. Both the S corp and C corp are separate legal entities created by a state filing. * Filing documents. Formation documents must be filed with the state. These documents, typically called the Articles of Incorporation or Certificate of Incorporation, are the same for both C and S corporations. * Structure. Both have shareholders, directors and officers. Shareholders are the owners of the company and elect the board of directors, who in turn...
Words: 1320 - Pages: 6
...by some entrepreneurs. They have some things in common, and also have distinct differences. This paper will discuss how each type of business entity is formed, the tax benefits, some advantages and disadvantages. Lastly, these things will be evaluated to determine under what circumstances one should be chosen over the other. Limited Liability Corporation A Limited Liability Corporation, from now on an LLC, is a less complex formation of a corporation. It is formed by filling an articles of organization with the states Secretary of State office. This article will include the business name, the members, and in some states an operating agreement. (U.S. Small Business Administration, n.d.) In an LLC with more than one member an operating agreement is ideal, for structure and regulation. In most instances it will provide a roadmap of rights, arrangements, and profit sharing and loss. (U.S. Small Business Administration, n.d.) Taxation is an important aspect of forming a business, an LLC has many choices for taxation. An LLC can opt to file as a corporation, in which case they would have to pay corporate income tax. If the LLC is organized with a sole owner, that owner can chose to be taxed as a sole proprietor. Therefore profit and loss is passed through to the owner and filed on a 1040 schedule C. (Beesley, 2012) Taxation as a multi-member LLC will be covered in better detail while discussing partnership taxation. There are benefits and drawbacks to...
Words: 1055 - Pages: 5
...Part A (the report) SOLE PROPRIETORSHIP: This business entity is the most common business used in the United States. This entity is owned and ran by one individual where there is no legal distinction between the owner and the business. This legal name of the business is the owner’s name; however, the business may operate under a fictitious name by filing a DBA. This person is legally accountable for all elements of the business including finances, loans and debts. One of the advantages of doing business as a Sole Proprietorship is that it’s easy to create. Another key advantage is the autonomy. Since the owner or individual is the business, he or she may decide for themselves whatever business decision they feel is needed to make, including the business finances. Some disadvantages would be that it is impossible to bring in others to do business being there can only be one owner. This also makes it difficult to raise capital in terms of seeking investors. Tax planning can also be challenging for the sole proprietor. Since there is no legal distinction between the owner and the business, all the income generated by the business is treated as ordinary personal income to the owner. • Liability: Sole Proprietors have unlimited liability. There is no difference between the owner and the business. Therefore, the owner is personally liable and responsible for all the business obligations and debt. Doing so makes all of the owner’s personal assets reachable to creditors. • Income...
Words: 3092 - Pages: 13
...Being a desiring business owner, critical examination must be placed into the various business structures when opening your business. Each business requires the correct planning and structure in the business agreement. Without an agreement delineating the relationships between the members, managers, partners and shareholders, the court applies default provisions. There is a significant possibility that the default provisions dictating the law will not align with the needs of the organizers. The most common methods of business operations are as sole proprietorships, partnerships, limited liability companies and corporations. As such, after careful review and revision of the different business organizations, I have decided that I would establish a Limited Liability Company (LLC). A Limited Liability Company, quite simply is a company whose liability is limited. That’s the short version. The longer version is that a limited company is a type of company which when set-up allows an entrepreneur to keep their own assets and finances separate from the business itself. This means that people who have invested in the business (the shareholders) are only responsible for any company debts up-to the amount that they have invested and no more. It is therefore a good way for a business to get investment and run without risk to a personal wealth. Essentially a Limited Company is seen as an entity in its own right, which can be subject to legal action. As a separate body, a...
Words: 2431 - Pages: 10
...Project 1. BUSINESS FORMATION a. What form would be required to form a Limited Liability Company? Articles of Organization b. What form would be required to form a Corporation? Articles of Incorporation c. Does an attorney need to sign the organization documents for an LLC? No but it may be in the best interest for the organization d. Does an attorney need to sign the organization documents for a Corporation? No, but it may be in the best interest for the organization e. What are the filing fees associated with filing an LLC and a Corporation? $110 for both and the CL-1 is $25 f. Are there annual fees to be paid to the state for an LLC or Corporation? Both LLC and Corporation have to pay $10 fees g. Does a Corporation doing business in SC but formed in another state have to register with the State of South Carolina? Yes, they are required to register every location that their business resides in h. Does a General Partnership have to file anything with the Secretary of State? No. 2. BUSINESS LICENSES AND TAX REGISTRATION For this portion- I chose to run an S CORP for my liquor store which sells tobacco, wine, and liquor. My three employees are my cashier, stocker, and manager. a. In Charleston, all businesses are required to have an annual business license for each location. There is a five step process for obtaining this business license. First- Zoning Compliance. The city encourages every business to confirm the...
Words: 2055 - Pages: 9
...1.5-02, 11, 13 Part A Sole Proprietorship: This form of business is the most common form of new business startup. Legal and tax issues are basic and can be followed without significant assistance from external sources. The business and owner are one in the same and all liabilities will fall upon them personally. The primary key to being a sole proprietor is the owner maintains independence in the decision making of the business and how he or she implements their business plan. LIABILITY: Individual and the business are treated in the same manner. The sole proprietor holds responsibility is for all losses and profits and has the additional responsibility of being personal liable for all actions of the business. INCOME TAXES: The sole proprietor profits are taxed as their personal income with only minimal tax incentives compared to other business models. Business profits or in the case of losses must be reported as personal income tax. LONGEVITY/CONTINUITY: Sole proprietorship can end their business at anytime without legal formalities. CONTROL: An SP business is operated as a single business owner. The control of the business cannot be given to anyone else. PROFIT RETENTION: The profits of the business belong to the owner of the business and are not shared. LOCATION: A sole proprietor is not limited to where it can operate within the United States. Only localized codes and regulations can affect where the business can be located. CONVENIENCE/BURDEN: Sole Proprietorships...
Words: 4222 - Pages: 17
...Chapter Six Business Formation: Choosing the Form that Fits Review Questions 1. Describe the basic features that distinguish the four basic forms of business ownership: sole proprietorships, general partnerships, C corporations, and limited liability companies. 2. Why do many entrepreneurs initially set up their businesses as sole proprietorships? Why do many successful entrepreneurs eventually decide to convert their sole proprietorship to some other form of ownership such as a corporation or LLC? 3. How do limited partnerships and limited liability partnerships differ from general partnerships and from each other? 4. What advantages help explain why virtually all large companies are organized as C corporations? 5. What steps are involved in forming a C corporation? 6. Describe the relationship between a corporation’s common stockholders, its board of directors, and its chief executive officer (CEO). 7. How does a merger differ from an acquisition? What is the difference between a horizontal merger or acquisition and a vertical merger or acquisition? Give a real world example of recent merger to illustrate each type of combination. 8. Compare an S corporation with a limited liability company. Why do you think limited liability companies are currently more popular than S corporations? 9. What are the main advantages and disadvantages of a business format franchise arrangements for the franchisee? For the franchisor? 10. What is a Franchise Disclosure...
Words: 1935 - Pages: 8
...Constitutional Law- Supremacy Clause- “This Constitution, and the laws of the United States which shall be made in pursuance thereof…… shall be the Supreme law of the Land; and the Judges in every state shall be bound thereby …..” Article VI Judicial Review- U.S. Constitution doesn’t provide that federal courts can declare a statute unconstitutional and void, but they can./Marbury v. Madison, 1803 introduced judicial review Activism v. Restraint- Over time, not a liberal vs. conservative issue.In the early days of the New Deal, judicial activism was responsible for striking down progressive measures. Originalism v. Living- When interpreting the Constitution, ask what the people who wrote it – or wrote the amendments – understood the provisions to mean. VS. To interpret the Constitution look to the language in the document and the understanding of the framers, but do so in light of the long history of common law which preceded and followed it. That gives you a mechanism for applying the document to situations which could never have been envisioned when the Constitution was written. Public v. Private Action- Companies and individuals can’t deprive you of your Constitutional rights, only a govt can. Commerce Clause- “The Congress shall have Power ……… To regulate Commerce with foreign Nations, and among the several States …….”Article 1, Section 8 Affordable Healthcare Act- Nat. Fed. of Independent Businesses v. Sibelius (2012)/Focus: The individual mandate – a requirement...
Words: 2002 - Pages: 9
...Prepared By Victoria M. Foster, Accountant March 5, 2013 Contents i. Executive Summary………………………………………………………………..IV I. Introduction………………………………………….……….………………………5 II. Current Research……..…………………………………………...………………..6 III. Benefits and Challenges of a Flexible Work Schedule …... ……………...…....7 IV. Benefits of a Flexible Work Schedule……………………………………....….....8 V. Recommendations and Conclusion ………………………………...…….………8 VI. References……..………...…..………………………………………...………….10 EXECUTIVE SUMMARY Haynes Accounting and Tax Services is a mid-size accounting firm that specializes in accounting, bookkeeping, payroll services, business incorporation (S-corp & LLC), and tax preparation services in the Greater Baton Rouge Area. They have worked closely with their clients to understand their precise needs and support them in achieving their business goals. Their team has proficiency in tax preparation and tax planning, internal auditing, budgeting, financial planning in addition to other areas and with many years of experience serving the local community, they have developed a unique of record of truthfulness and expertise. Haynes Accounting and Tax Services employees will benefit from implementing a flexible work schedule in several ways, {a} employees with families may utilize their work flexibility to handle family; {b} employees may find they are more productive during the morning and might choose to adjust their schedule; {c} some employees may attend school to gain...
Words: 2141 - Pages: 9
...Business Associations Outline 1. Agency a. Creating the Agency Relationship i. agent and principal enter into an agreement (not required to be in writing....no K required) in which the agent acts on the principal’s behalf in entering K’s etc…. 1. if done within the scope of the agency (enter into K, etc…) anything done by the agent is binding on the principal 1. principal may be liable in K, tort, property, etc…. (Vicarious liability) ii. question of agency is a factual matter to be determined as a “matter of fact” b. Res 3d Agency 1.01 (definition of “Agency”) i. Agency relationship created when (First Question to ask when dealing with agency) 1. The principal manifests assent to have the agent act on the principal’s behalf and under the principal’s control; and 2. The agent manifests assent or otherwise consents so to act 1. When agency exists the principles of attribution bind’s the principals to agents dealings with third parties 2. manifestation need not be by words (spoken or written), it may be created by conduct/actions i. Agent rx believes that Principal has manifested assent, and has rx accepted ii. (Notes….Legal Consequences of Agency) 1. Inward Looking Consequences: relate to the relationship between the principal and the agent and are largely governed by the contracts between the parties and by the law of fiduciary duties 2. Outward Looking Consequences: relates to the relationship among the principal, the agent, and a third party and are governed...
Words: 21088 - Pages: 85
...A privately held company or close corporation is a business company owned either by non-governmental organizations or by a relatively small number of shareholders or company members which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately. More ambiguous terms for a privately held company are unquoted company and unlisted company. Though less visible than their publicly traded counterparts, private companies have major importance in the world's economy. In 2008, the 441 largest private companies in the United States accounted for US$1.8 trillion in revenues and employed 6.2 million people, according to Forbes. In 2005, using a substantially smaller pool size (22.7%) for comparison, the 339 companies on Forbes' survey of closely held U.S. businesses sold a trillion dollars' worth of goods and services (44%) and employed 4 million people. In 2004, the Forbes' count of privately held U.S. businesses with at least $1 billion in revenue was 305.[1] Cargill, Koch Industries, Bechtel, Publix, Pilot Corp., Deloitte Touche Tohmatsu (one of the members of the Big Four accounting firms), Hearst Corporation, Cox Enterprises, S. C. Johnson, and Mars are among the largest privately held companies in the United States. KPMG, the UK accounting firms Ernst & Young and PricewaterhouseCoopers, IKEA, Trafigura, J C Bamford Excavators (JCB), Lidl, Aldi,...
Words: 1343 - Pages: 6
...| NYS Symbol: KO | KO is in the S&P 500 Coca-Cola Co (The) S&P Recommendation STRONG BUY GICS Sector Consumer Staples Sub-Industry Soft Drinks Key Stock Statistics (Source S&P, Vickers, company reports) 52-Wk Range $43.43– 35.58 Trailing 12-Month EPS $1.93 Trailing 12-Month P/E 20.5 $10K Invested 5 Yrs Ago $20,900 Price Performance 30-Week Mov. Avg. 12-Mo. Target Price 45 40 35 30 55555 Price $39.61 (as of Nov 1, 2013) 12-Mo. Target Price $44.00 Investment Style Large-Cap Growth Summary The world's largest soft drink company, KO also has a sizable fruit juice business. S&P Oper. EPS 2013E S&P Oper. EPS 2014E P/E on S&P Oper. EPS 2013E Common Shares Outstg. (M) 2.09 2.27 19.0 4,433.2 Market Capitalization(B) Yield (%) Dividend Rate/Share Institutional Ownership (%) $175.597 2.83 $1.12 61 Beta S&P 3-Yr. Proj. EPS CAGR(%) 0.52 9 Qualitative Risk Assessment 10-Week Mov. Avg. Relative Strength GAAP Earnings vs. Previous Year Up Down No Change Volume Above Avg. Below Avg. STARS LOW MEDIUM HIGH Our risk assessment for Coca-Cola Company reflects the relatively stable nature of the company's end markets, its dominant market share positions around the world, and our view of its strong balance sheet and cash flow. 2-for-1 25 Quantitative Evaluations S&P Quality Ranking D C BB B+ AA A+ A+ Vol. Mil. 120 80 40 0 5 1 J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J Relative Strength Rank ...
Words: 11973 - Pages: 48
...Business Plans Handbook Business Plans A COMPILATION OF BUSINESS PLANS DEVELOPED BY INDIVIDUALS NORTH THROUGHOUT AMERICA Handbook VOLUME 16 Lynn M. Pearce, Project Editor Business Plans Handbook, Volume 16 Project Editor: Lynn M. Pearce Product Manager: Jenai Drouillard Product Design: Jennifer Wahi Composition and Electronic Prepress: Evi Seoud Manufacturing: Rita Wimberley Editorial: Erin Braun ª 2010 Gale, Cengage Learning ALL RIGHTS RESERVED. No part of this work covered by the copyright herein may be reproduced, transmitted, stored, or used in any form or by any means graphic, electronic, or mechanical, including but not limited to photocopying, recording, scanning, digitizing, taping, Web distribution, information networks, or information storage and retrieval systems, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without the prior written permission of the publisher. This publication is a creative work fully protected by all applicable copyright laws, as well as by misappropriation, trade secret, unfair competition, and other applicable laws. The authors and editors of this work have added value to the underlying factual material herein through one or more of the following: unique and original selection, coordination, expression, arrangement, and classification of the information. For product information and technology assistance, contact us at Gale Customer Support, 1-800-877-4253. For permission to use material...
Words: 121839 - Pages: 488
...Berkeley Electronic Press (bepress) and may not be commercially reproduced without the permission of the copyright holder. http://law.bepress.com/expresso/eps/1165 Copyright c 2006 by the author. Enron and the Special Purpose Entity. Use or Abuse? The Real Problem - The Real Focus Abstract In December of 2001, Enron Corporation filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; one of the largest corporate bankruptcy filings at that time. When the investigations commenced and the tangled Enron web was unraveled, it was discovered that Enron had perpetrated a very sophisticated form of accounting fraud through its repeated use of what are referred to as Special Purpose Entities (“SPEs”). In their most basic forms, SPEs are business entities formed for the purpose of conducting a well specified activity such as construction of a gas pipeline, or collection of a specific group of accounts receivable. However, because of their complex nature, SPEs can be used to manipulate a corporation’s financial results, which was the primary use for which Enron employed the SPE structure. As a result, the investment and financial community has cast a dark cloud over the special purpose entity, depicting the SPE as an inherently evil structure whose only purpose is to defraud, obfuscate and manipulate a company’s financial results. The purpose of this piece is to challenge this assumption and conclusion as incorrect. This article shows how the SPE abuse Enron perpetrated was neither an...
Words: 25798 - Pages: 104
